Change
by MayhemMoth
Summary: Things change, sometimes for the better, sometimes for the worst. An unexpected visit from some old friends makes Bumblebee realize that after the war, many things have changed, they've changed, he's changed. And he's beginning to wonder if it's for the better.
1. On a Mission

**I've only ever watched RID for the Decepticons... I haven't even watched the entirety of season 1/2 yet here I am. Writing a fanfic. How did this happen. I did watch the entirety of Prime though, so that's something right.** **Hopefully no one's too ooc, I'm not good at this whole fanfiction thing, I'm more of a fanartist type of gal.  
**

 **ANYWAY, not sure how long this'll be, am already working on Chapter 2 though.**

* * *

Bumblebee and Sideswipe sped through the woods, avoiding obstacles. Swerving to avoid the oncoming trees, Sideswipe groaned in annoyance.

"Hey, so is it just me or have we been tracking this signal for _hours_?"

The yellow car besides him grunted in his own annoyance before responding, "We've hardly been at this an hour Sideswipe. Besides, the signal is moving, it's going to take a moment to catch up to whoever, or whatever, this is."

The red car groaned again, "Well, do we at least know if it's a Decepticon? I wouldn't mind having a little bit of fun after this snoozefest of a mission."

"No, Sideswipe. To both things. We don't fight unless the Decepticon, _if_ it is a Decepticon, refuses to go peacefully."

"Ha! Since when have any Decepticon gone peacefully?"

Bumblebee didn't respond, instead braking suddenly and transforming into bot mode, motioning for Sideswipe to do the same. They both stood where they were, Bumblebee listening quietly as Sideswipe crossed his arms impatiently, looking around. It took only a moment for him to realize just how much of a mess this part of the forest was, branches littered around, scratches covered the trees, and quite a bit of dirt was dug up.

"We must be getting close." Bumblebee whispered, before motioning Sideswipe to follow along. "It can't be too much farther."

Despite the apparent intensity of the situation, Sideswipe snickered as Bumblebee took out his blaster, "So much for trying to make things peaceful, huh?"

Bumblebee ignored him, continuing his trek into the woods.

After a short time of quiet wandering, Bumblebee paused again and looked at the surrounding trees, observing quietly, "These marks aren't made by any small or simple bot. These markings almost look like they were made by something… Feral." He was talking to himself more than Sideswipe, but the curious bot listened in as well, "There's also the possibility of a fight, but Fixit only mentioned one signal in this area."

Sideswipe stiffened up, thinking about the implications of his leader's statement, and in a voice louder then he would've liked, cried out, "Wait, are you implying we might be dealing with a mur-"

He was cut off as a sudden shriek filled the forest, the creator of the noise flying not far above them through the trees. Both Autobots had their weapons drawn now, one with a more than irritated look in his face. Spinning around, Bumblebee raised his blaster, prepared to shoot, but their assailant was nowhere to be seen. The yellow bot lowered his weapon only slightly, before turning back to Sideswipe angrily.

"Great," He muttered, almost glaring at the other bot, "So much for the element of surprise."

"Hey," Sideswipe raised his arms in defense, weapon still in hand, "No one told me we'd be dealing with murderers!"

Bumblebee sighed, before saying in a much calmer tone, "There's no proof this bot is a murderer Sideswipe. There's no signs of torn metal or spilled energon anywhere nearby, and we can tell by the state of the forest it would have been a nasty fight."

This seemed to calm the red bot significantly, though he looked to Bumblebee in surprise when the yellow bot put his hand on his shoulder and said, "Besides, we've technically already dealt with a murderer before. We can take on whatever this bot throws at us."

Sideswipe was about to say something in response, but was interrupted as another shriek erupted from the above. Raising their weapons, the two bots jumped back as a large insectoid robot crashed to the ground between them, knocking them back and screeching again.

Sideswipe fell to the ground, the tremor from the large insect's landing causing him to lose his footing. Scrambling to get up, he let out a panicked yelp, "What is-"

"Insecticon!" Bumblebee yelled, ramming into the hulking bot as it knelt down to Sideswipe.

It only distracted the bug for a moment, but it was long enough to allow Bumblebee to get to his partner's side and help him back to his feet before aiming his blaster, and letting off a few shots at the Insecticon, though they hardly left a mark. Sideswipe now stood besides him, sword drawn and ready to strike if the insect decided to come closer.

"So," Sideswipe whispered as the Insecticon turned to stare at them, "These guys are like super tough right? We could probably use some backup, huh?"

Bumblebee nodded, before jumping away as the Insecticon ran towards him, as if to ram him. It probably wouldn't be a bad idea to ask Fixit to send Grimlock over, the Dinobot was probably complaining about being bored, and he wouldn't be opposed to the extra help.

Bumblebee was brought back to attention as the Insecticon screeched again, Sideswipe having dodged a swipe from the bug.

"I can only hope Strongarm's having as hard a time as we are…" He growled, before swinging his sword.

* * *

"Any sign of that signal, Fixit?" Strongarm asked. She and Drift weren't far from their teammates, though the area was far different. They were nearly inside the city, in fact, though the woods were within view. They were currently parked, watching traffic go by, searching for any suspicious vehicles.

"Working on it! It's moving too erratically to back- pack- track properly!" The Mini-Con stuttered back.

"Of course," She responded, before offlining the com and sitting silently again, watching a jet fly by above her, thinking out loud, "Perhaps we should search while on the move?"

"No," The orange car beside her had spoken for the first time in nearly an hour, she had almost forgotten about his presence, "An erratic signal will become no easier to track if moving. In fact, I would have no doubt it would be even more difficult."

Strongarm couldn't help but agree, plus it had been the lieutenant's orders specifically to stay put while tracking this one. Didn't want to alert a potential threat to their existence so close to the city, and being followed by two very specific vehicles would be quite suspicious.

She looked back to her surroundings, watching as the vehicles raced by. The jet above her started to perform some simple tricks, flipping every now and then. She had been trying to ignore it, but it's polished surface kept shining the sun in her direction. It was rather inconvenient actually. She turned back to the road, careful to focus on the vehicles.

Car. Car. Truck. Jet. Van. Truck. Car. Van. Car. Jet. Van. Jet.

A sudden call from Fixit on their coms alerted them, and Strongarm answered immediately, "This is Strongarm, repor-"

"They're right on top of you!"

Both bots checked their surroundings, but found no trace of the signal, only seeing the same cars parked around them. A shadow passed over them. The jet.

Strongarm was about to question Fixit's computers, before she saw the jet do a more dramatic flip than it had been doing in the air.

And that's when it hit her.

The two of them had been so focused on the road they hadn't even thought to consider their target was in the sky. After all, it was rather strange for an Earth jet to circle the same area repeatedly. It was even stranger to see it do flips and tricks in the air, especially so close to a city. It was just downright ridiculous to see one with such a flashy paint job.

"Why didn't you tell us the signal was flying Fixit?" She almost yelled, revving her engine, noticing the jet seemed to be flying off now, she was lucky she caught it when she did, "We have no choice but to follow them at this point. With any luck they'll land and we'll be able to figure out this bot's identity."

The car behind her revved his engine, and responded, "Agreed."

And with that, the two took off, trying to follow the jet as it flew towards the forest.

* * *

Grimlock crashed through the GroundBridge already in Dino mode, banging his fists together a few times before yelling, "Alright! Who do I gotta punch?"

He got no verbal response, instead being knocked to the ground by the one he was supposed to punch almost immediately. He lay there, in a surprised daze. He had not expected that.

"Grimlock!"

Someone had called his name, but he was too distracted with getting up and chasing down whatever had rammed him. He didn't even look back as he got up, turned to the direction his assailant had gone, and with a shout of "Sorry, I'm busy!" ran off.

Bumblebee and Sideswipe stood in silent sock at the sudden turn of events, the former with his arm stretched out after calling to the larger bot. The Insecticon hadn't quite been fighting them as much as playing with them it had felt like, and though he figured they could've taken it out on their own because of this, Bumblebee had still decided to play it safe and used an opportunity during the fight to com Fixit to send the Dinobot over.

He was now beginning to wonder if that was a mistake.

Sideswipe apparently didn't think much of it, putting his weapon away and leaning against a tree, he shrugged and said, "Eh, at least he's dedicated."

"Yes, but-"

Bee was cut off as his com went off. He answered it quickly, speaking before she did, "Strongarm, have you and Drift had any luck with your mission?"

"Yes, we've found the signal sir! We can't tell if Autobot or Decepticon, but definitely Cybertronian! A red jet, we're currently following them."

"Alright," Bumblebee nodded, before going over basic protocols, "Don't attack unless absolutely necessary. If the jet is a Decepticon, it's better not to provoke. If an Autobot, we'd be better to not make a potential bad first impression."

"So… Not Windblade?" Sideswipe had leaned towards him, wondering what exactly had gone on with Strongarm's little team. He had hoped her mission had been difficult, but chasing down a jet didn't seem too hard if it didn't go over any bodies of water.

He didn't get an answer, as Fixit's voice suddenly shouted out over the com instead, "Lieutenant, Strongarm, the signals seem to be approaching each other!"

Bumblebee and Sideswipe glanced at each other, worried. That was a bit of a concern. Both transformed into vehicle mode, racing after where Grimlock had run off to. Surely he'd kept at his little chase, Sideswipe was right on the DInobot being dedicated.

Strongarm's voice broke the sudden silence, "Lieutenant?"

"Keep following the jet, Strongarm." Bumblebee responded immediately, "But try to stay hidden. The Insecticon we found is heading in your direction, and if that con and the bot you're following are associated in any way I'd like to keep fights to a minimum."

"Yes sir!"

They were approaching Grimlock, it seemed the Dinobot had stopped running after the Insecticon and now stood in the forest. He seemed upset. Bumblebee and Sideswipe stopped besides him for a moment.

"Dumb bug's too fast…" He pouted.

Though in vehicle mode, it didn't seem too far off to assume Sideswipe would've shrugged as he stated, "Yeah, kinda figured."

Bumblebee responded afterwords, "Fast or not, that bug is on a possible collision course with another bot. We have to catch up to them."

He sped off again, not giving the larger bot a chance to respond. Sideswipe followed soon after.

Grimlock sighed, getting up slowly. Maybe he'd be able to punch that bug when he caught up with them. Hopefully they wouldn't have it down by then, he really wanted to fight something.

* * *

"Why haven't they gained altitude… I would assume trees would be troublesome for a jet at such a close distance."

It was the first thing Drift had said since they had started following the jet. They had kept their distance relatively well, and were hidden by the trees, though there was still the possibility the jet had spotted them but didn't care. Either way, Fixit had informed them they were getting increasingly closer to Bumblebee's team and the Insecticon, but the jet hadn't done much else than head in the same direction.

Strongarm couldn't think of any particular reason the jet had been acting the way it had, she was no expert on flyers.

"Perhaps a strategy of some sort?" She suggested.

"Hmm."

They were nearing a clearing in the forest. They'd be losing their covering in seconds, and she could only hope the bot wasn't hostile. That thought quickly became the least of her worries though, as they entered the clearing and a giant insectoid robot came screeching out from the other end. The Insecticon flew upwards in the direction of the jet. Strongarm quickly transformed back into bot mode and took out her Decepticon Hunter, aiming it at the Insecticon, but it was already too close to the red jet.

The jet swerved to the side, attempting to avoid collision. It worked well enough, as instead of a head on crash the two merely scraped against each other, the mass of the Insecticon and speed of the jet causing a rain of sparks and screech of metal as their bodies collided. Both instinctively transformed back to their bot modes as they separated, hurtling towards the ground. The red bot took a moment to adjust himself as well as he could before landing none too gracefully, stumbling to the ground. The Insecticon just crashed on its back, letting out a whine.

Drift went to action immediately,drawing his swords and running to the grounded Decepticon, yelling to Strongarm, "I'll keep the Insecticon busy until the others arrive, you check on the other one!"

Strongarm nodded, running to where the red bot was now sitting on the ground, one wing bent slightly from the collision and armor scraped and dented along his body. A bit of Energon leaked from his damaged right leg, but not enough to raise immediate concern. Relatively minor damage considering what could've happened, and he still seemed irritated checking himself over, but he'd be fine.

Realizing he was being approached, the grounded bot cast an almost threatening glance at Strongarm. She paused for a moment before continuing, observing him further. His optics were red. Decepticon most likely.

Despite her suspicions, she stopped in front of him and put her weapon away, holding her arms out to show she was unarmed. The red bot seemed to see her accusations though, and just rolled his optics in response, before motioning to his chest, where an Autobot insignia was placed. It was somewhat damaged, likely from the crash, but it was there.

Strongarm lowered her arms, nodding, worry mostly gone. She was about ready to question the other bot before the familiar sound of a certain Autobot interrupted through her com.

"Strongarm, we heard the collision from here!" Bumblebee sounded panicked. "Was there any damage, are you and Drift alright? Sideswipe and I should be there shortly, the trees were too close together for us to drive through in this area so we'll be approaching on foot."

Strongarm responded quickly, still keeping her eyes on the grounded bot in front of her, "Drift and I are unharmed, the collision was between the Insecticon and Cybertronian we had been following. An Autobot. He's sustained minor damage from the looks of it, but I think we'd be better to take him back to base and have Fixit check him out, just in case."

The red bot huffed at Strongarm's words before the blue bot went silent again, probably listening to whoever was at the other end of the conversation. A sudden distressed screech nearby alerted him back to his surroundings as he scrambled up and turned in the direction of the battling Insecticon and Drift. He went to run that way, but was stopped as an arm was stuck in front of him.

"Sir, we don't know the true extent of your damage," Strongarm stated, "It would be better if you stayed still until we-"

"I'm a medic, I'm fine!" The red bot snapped back angrily, pushing her arm away, "Now if you wouldn't mind _officer_ , I'd appreciate it if you called off your friend."

There would likely have been a response from his captor, had a familiar yellow bot not crashed through the woods to the clearing, two others following. Bumblebee grabbed his blaster and, yelling for the orange bot to stand down, aimed it at the Insecticon. The bug looked to him instead, visibly tired and irritated.

"Alright Decepticon, this fight has gone on long enough!" He announced, the two bots behind him readying themselves for a fight as well, "Surrender now, and this will be made much eas-"

"Hold your fire Bee!"

Bumblebee's grip on the blaster visibly fumbled, as he turned to the familiar voice he hadn't expected to hear. He stared at the almost unfamiliar bot, a scuffed and dented red flyer with white and gold accents. They bowed, almost sarcastically, as they noticed the other bot's confusion.

"It's been quite a while, hasn't it?"He asked, before rising back to a standing position. "Did you miss me?"

The yellow bot continued to stare for a moment, still trying to register what was currently happening, before finally speaking.

"Knock Out?"


	2. Catching Up

**Told you I was working on the next chapter, got it done pretty quick actually. So much talking going on in it. Also forgive me I'm not... Well versed on Transformers terminology so I'm just going with what I know.**

 **Also hey, new pen name!**

* * *

"So… Any particular reason you've come back to Earth?"

Bumblebee had been first to break the silence as Knock Out had quickly gone to work on the Insecticon, checking it for any notable injuries. He had many questions for the other bot, and though this wasn't the main one on his mind, it felt the most fitting to ask. At least to break the silence, since the others had done nothing more than observe the red bot, not sure what to think of him. Strongarm seemed a bit suspicious, Drift indifferent, Grimlock curious, Sideswipe…

Well, he was mostly unreadable. He just stared at the red flyer with what Bumblebee assumed to be uncertainly. It was quite an awkward silence all around.

Luckily, Knock Out, being Knock Out, responded quite quickly.

"We were looking for you, actually." He stated, leaning down to check the Insecticon's legs, wincing at his own movement, noting he'd have to check himself over when he got the chance, "Unfortunately, some overgrown pest decided to wander off and get herself into trouble."

The Insecticon whined, before Knock Out stood slowly and reached over to her head and pat her face lightly, muttering, "Oh, shush you."

Bumblebee, still trying to ignore the strangeness of the situation, questioned him further, "We? Do you mean the Insecticon and you, or is there anyone else?"

"Bob."

"I'm sorry, what?"

"Her name is Bob." Knock Out elaborated as he stepped away from the Insecticon, stroking the large bug's face as she leaned into his hands, still not looking towards the confused Autobots as he continued, "She belongs to one of my crewmates technically, though I've found myself chasing after her more than her caretaker. There's four of us in all, we were looking for you because..."

He paused, letting go of Bob's face as he turned to Bumblebee and his teammates, wings drooping a bit as he sighed, "That'll be easier to explain when Arcee and Sunstreaker get here."

"Wait, Arcee's here?" Bumblebee cried happily. Upon hearing the familiar name, he had to hold himself back from getting too excited, though Strongarm besides him couldn't help but let out an excited squeal at her hero's name being mentioned.

Sideswipe on the other hand, let out a distressed yelp, "Wait, Sunstreaker's _here_?"

Looking towards Sideswipe, Knock Out laughed, "Of course, who else would be crazy enough as to actually keep a giant murderous Decepticon for a pet?"

"Wait, do you two know each other? Who's Sunstreaker?" Bumblebee asked, this sudden implication intriguing the yellow bot, as he looked between the two. It didn't actually surprise him at this point, they did seem a bit similar, at least in personality.

"Sunstreaker is someone quite close to Sideswipe, I'm surprised he's never mentioned him actually." Knock Out responded with a slight smirk, but didn't elaborate further, much to Sideswipe's relief.

Bumblebee then turned to Sideswipe, but didn't get the chance to question him as he got a call on his com. Sideswipe sighed in relief, before looking to Knock Out, who was handing something to the Insecticon. It looked like… Some kind of candy?

After a moment, Bumblebee spoke again, "That was Fixit, obviously. He's wondering what's been taking us so long, I suppose we should get back to the scrapyard now that everything seems to be figured out."

His teammates nodded, turning back into their respective alt modes. Bumblebee was about to do so himself, but a grunt from Knock Out had him turn around to the other's direction.

"I'm afraid I won't be very aerodynamic if I were to fly out of here," The grounded bot stated, motioning to his bent wing, then to his leg, still slowly leaking energon, "And I'm afraid walking wouldn't fare much better in my current condition."

"Ah, of course." Bumblebee nodded, almost sheepishly, "I'll ask Fixit to open a GroundBridge. We're not that far from here, but I'm sure he'll understand given the circumstances."

He was already contacting Fixit when he noticed Knock Out's wings shoot up in alarm as he turned towards Bumblebee. Now with an incredulous look on his face, he stared at the yellow mech for a moment before sputtering, "Wait, did you say _scrapyard_?"

* * *

"So is he another one of your old war buddies?"

Russel had been quite excited when he saw the Autobots return from their mission with two new bots, but had been a bit disappointed at the fact he hadn't been able to go on the mission with them. So of course he had to get all the details he could from Bumblebee.

"Buddy wouldn't be quite the right word for it, I'd think." Bumblebee muttered back, he seemed a bit tired thinking about it, "We… Didn't exactly get along until the end of the war really."

"Huh, makes sense I guess…" Russel replied, Bumblebee looked to him confused, prompting the boy to continue, "Well, not everyone on a team can always get along y'know? I know there's a few kids on the football team I wouldn't exactly consider a friend, but we still work together!"

"Well, I think it's been long enough that I might be able to consider Knock Out a friend." Bumblebee laughed back nervously before looking away, hoping to avoid any more conversation. Luckily, Fixit was rolling by, and the larger bot used this opportunity to distract Russel from continuing to question him further.

"Hey Fixit!" He called out, getting the Mini-Con's attention. The smaller bot waved to the two before rolling over.

"Yes Lieutenant?" He asked.

"Everything going well?" Bumblebee responded. He hadn't actually had anything to talk with Fixit about, but that seemed like a good enough excuse.

"Well, I suppose," The Mini-Con responded, seeming to think for a moment, "Nothing much to report other than that Insecticon, Bob, I believe? Keeps trying to play with some of Denny's things, he's not too happy about that. I also offered to help Knock Out with his repairs, but he refused the offer, I'm not sure pie- try- why!"

The Mini-Con whacked himself in a quick repair, not even realizing he'd unintentionally answered his own question. Bumblebee just ignored his glitches and nodded, before getting up, looking to Fixit and Russel, saying, "I think I'm going to go talk with Knock Out really quick if you don't mind, Fixit. Where is he at currently?"

"He's gone to a more secluded part of the scrapyard, sir. Likely for some privacy." Fixit responded, pointing.

"Thank you Fixit," Bumblebee nodded, before putting his hand to Russell as the boy got up, "A private conversation if you don't mind. We just have a bit of catching up to do is all, nothing interesting."

Bumblebee watched as the boy sat back down, disappointed, before he finally walked off himself. He had too many questions for his old comrade, and he couldn't ignore them any longer. Knock Out had seemed a bit strange when they had encountered him, and he didn't mean just the new alt mode. He seemed… different somehow, almost distant. More so than he'd always been around the Autobots anyway.

It didn't take very long to find him, sitting on the ground and working on repairing his leg. He muttered something under his breath and tossed away his current tool not even realizing Bumblebee had approached.

"Having a problem?" The yellow bot asked, amused as the other jumped in surprise, dropping the new tool he'd just picked up.

He recovered quickly, looking to Bumblebee in irritation before complaining, "You know, this would be much easier if my own ship was here. Please tell me that Mini-Con doesn't fix you with these… Things. I'm lucky I was smart enough to bring some of my own tools."

He seemed disgusted at the tools scattered around him, tossing another borrowed one away as he struggled to get up. Bumblebee held a hand out to him, which he hesitantly took, brushing himself off as soon as he was in a standing position.

"Ugh, look at me." He growled, "Flying alt modes are such a hassle, why would anyone want this? I'm going to have to contact the others immediately. I need my buffer and better medical equipment."

Well, he hadn't actually changed too much, Bumblebee supposed. Though he did bring up something else he'd been meaning to ask about, but he held that question back for a moment longer.

"We have a command center, you can contact your ship there." He said, to which Knock Out sighed in relief, "But ah, would you mind if I ask a few questions first?"

The red jet looked to Bumblebee a moment, hesitant, before his wings dropped in annoyance. "You want to know how I wound up in such a dreadful alt mode, don't you?"

The yellow Autobot nodded as the red one continued, "It was Arcee's idea really. Three ground based alts and a giant flying insect with a habit of flying off? It could only end in disaster, and we all knew it. Someone had to make the noble sacrifice, and I was the only one capable of even taking a flying alt. It's awful, I'll be happy if I can ever go back to the wonders of the road. Can't really race without wheels."

Bumblebee just nodded again, before asking, "How can you take on a flying alt anyway? That's not exactly an easy thing to accomplish."

Knock Out just grinned, wings flaring as he cryptically responded, "I have my ways."

His grin widened in amusement as Bumblebee huffed in annoyance at his response. It vanished with the bot's next question, replaced by an almost solemn expression.

"So how'd you end up working with Arcee again? You two have such different duties on Cybertron, I had thought you'd have grown apart by now."

To this, Knock Out sighed, wings drooping down. Bumblebee noted they were quite useful for figuring out the bot's emotions, rising and dropping depending on his current mood. It seemed he hadn't quite gained complete control of them, as they moved quite frequently.

"As you know, Arcee and I have been working together quite a bit after Cybertron's restoration." Knock Out looked to Bumblebee, waiting for the other bot to nod again, "Well, after you vanished from Cybertron, and Arcee discovered you here on that mission with Ultra Magnus, she returned to Cybertron and realized that the way the council handled things was… Unethical, to say the least. She questioned them, and after enough whining on the council's part, they just sent her off. She invited Sunstreaker and I along, an offer I took without hesitation. I wasn't exactly fond of the way they were handling things either."

"I somehow find that doubtful." The yellow bot responded, to which Knock Out rolled his optics as the the other continued, "Arcee was one of the most stubborn bots I knew, it doesn't seem like her to just give up something she worked so hard for."

"Well, if you don't believe me, then ask her." Knock Out replied in annoyance, almost angrily, before motioning to where Bumblebee had entered from, "Now if you don't mind, could we get going to that command center you mentioned? I'd like to tell Sunstreaker I've located his pet, if anything."

Bumblebee nodded again, before walking out of their little hiding place. Knock Out followed after, and Bumblebee noted he seemed to be limping slightly. Perhaps the collision with Bob had done more damage than he let on, though he knew he'd never admit it.

"You sure you okay?" He asked, to which Knock Out just waved him off.

"It's mostly superficial," He replied, glancing down at his battered body in annoyance, "Unappealing yes, but minor. My leg just happened to have taken the brunt of the damage, such is the nature of a flight alt."

"Hmm." Bumblebee didn't have much to say back this time, his knowledge of medicine was minor. He thought to himself for a moment, considering on what to say to Knock Out, maybe tell him about the wash station they had? He was sure the red bot would appreciate a nice cleaning, but he didn't get a chance to offer this, as it seemed this time his company had something on his mind instead.

"Bee?"

The yellow bot snapped back to the real world, turning to Knock Out quickly, before motioning for the red jet to go on. He was silent for a moment, a bit taken aback by his old comrade's quick response, but quickly overcame his shock and questioned the yellow bot himself, "So, I've explained why we're here, but why is it exactly you're here? I assumed the Earth was relatively safe at this point?"

"Oh, that." The yellow bot stopped for a moment, Knock Out pausing beside him, considering his words before continuing, "Well, this might sound a bit crazy, but I got a message from Optimus Prime. I kinda got that he told me to come here, and when I got here it seemed a prison ship had crashed, and I had to make a team to catch all the escaped prisoners. He's alive by the way, Optimus."

He looked to Knock Out, the seeker was staring at him in disbelief, wings tilted at odd directions in his confusion and doubt.

"Told you it sounded a bit crazy…" The yellow bot muttered.

"Oh no, it sounds absolutely insane." The red bot replied, before straightening himself out and shrugging, "But if Megatron could come back from the dead after getting impaled, I don't see why the big boss would have trouble coming back from a dramatic and noble sacrifice."

Bumblebee sensed a bit of sarcasm on his voice, but it seemed to have softened considerably at his next statement. His wings lowered a bit as he seemed to think to himself, almost whispering, "Assuming this is true, I'm sure Arcee will be happy to hear."

They continued on in silence now, neither paying too much mind to each other. Bumblebee was focused on getting to the command center, it almost felt like it was taking longer than it should've, but that was likely caused by walking with the injured mech beside him, he'd probably slowed down for him without even noticing. Knock out walked beside him, thinking to himself. He'd occasionally stop to rub at his bent wing, it no doubt caused him at least minor discomfort, but he made no audible complaints.

Their arrival at the command center was less than peaceful, unfortunately.

"Don't play with that, it's an antique! Sideswipe, stop them!"

"I'm trying! Do you know how hard it is to get a giant bug to listen to you!"

Bob was currently rummaging through shelves full of various junk, Denny and Sideswipe were trying their best to lure the Insecticon away, but she paid no mind to them. Bumblebee was considering going over to help them, but an audible groan from the bot behind him brought him back to attention.

"Bob, put that down!" He yelled, to which the Insecticon stiffened, realizing she'd been caught in the act. She dropped the hunk of metal she'd been playing with immediately, causing the human near her to let out a cry of despair. Knock Out ignored him, walking up to the bug and, grabbing her by one of her arms to look at him, pointed to the ground by the command center.

Getting the message, Bob let out a whine as she crawled over to where Knock Out had pointed. She sat with a huff, grumbling to herself as she began scribbling in the dirt surrounding her. Seeming to be satisfied with her response, Knock Out walked back to Bumblebee, who had called Fixit in to ready the command center.

It took a bit of fiddling, and commands from Knock Out, before they finally got the ship's signal. It hadn't exactly been cloaked, if Knock Out were to be believed.

The call was answered by a bot Bumblebee didn't recognize, an orange yellow mech with an almost suspicious likeness to Sideswipe. He looked to Fixit and Bumblebee with indifference, before finally setting his optics on Knock Out. Then, with a grin from the yellow bot and a glare from the red one, he burst out laughing.

"Bob really did a number on you this time, didn't she!" He cried, falling out of view from the camera.

Knock Out growled, before the aforementioned Insecticon came barreling over, nearly knocking the jet down. She stared at the screen for a moment, letting out a happy buzz when the bot on screen came back up and greeted her.

Wiping himself off, Knock out looked to the screen in irritation, demanding, "Sunstreaker, where's Arcee?"

Sunstreaker leaned back, seeming to think before responding boredly, "Eh, that little two wheeler went off somewhere on her own. Something about some old human friends of hers?"

"I highly doubt that." The seeker responded, wings twitching, "No bot, let alone Arcee, would be foolish enough to even think of leaving you unattended on any ship."

The bot on the other end of the call went silent for a moment, then shrugged, "Eh, fair enough. She really is offship though, lemme call her. She should contact you in a moment."

Sunstreaker offlined the call, leaving the others in silence for the moment, with the occasional whine from Bob. Bumblebee noted that Sideswipe seemed to have run off during or before the conversation, he hadn't exactly been paying attention to the younger bot, but he was nowhere to be seen. Knock Out had gone back to rubbing his bent wing as best as he could, muttering something towards Bob with a now obvious look of discomfort on his face.

After a moment of the almost awkward silence, there was another call at the command center, to which Fixit promptly brought up.

Both Knock Out and Bumblebee were pleasantly surprised, and in the former's case, relieved, to see Arcee at the other end of the call. Upon seeing her old friend, the small blue bot waved to him before turning to Knock Out.

"Wow, you're looking rough." She laughed, looking him over.

"So I've heard," He replied, looking to his wing as he finally released it, letting it drop beside him.

Arcee smiled sympathetically at Knock Out, before continuing, "I see you've found Bee and his team too, have they been treating you well?"

"Well enough I suppose," The seeker shrugged in response, "If you don't mind though, could you possibly bring the ship over here so I could get some supplies for repairing myself? None of the supplies here are exactly up to such a task, and I fear Bee's been working his team without any proper medical equipment."

"Hey, I'll have you know I'm trained for this kind of thing!" Fixit explained.

"I'm sure you are, Fixit." Arcee said, before motioning to the annoyed Knock Out, "But my friend here is a bit of a perfectionist. Just ignore any of his complaints, I promise that he means well."

The red mech huffed in annoyance, but didn't argue against Arcee's words.

"Bee?" Arcee then turned to her old friend, "Is there anywhere near your base to park an old, beat up ship?"

"Park?" Bumblebee questioned, tilted his head for a moment, thinking. "I'm sure we can find somewhere… Just give my team and I a while. We might have to search around."

Arcee nodded, before turning back to Knock Out, looking him over again and saying, "I'll get back to the ship soon, and Sunstreaker and I will head on over. Try not to have anymore accidents while we're gone, alright?"

Knock Out huffed before turning towards Bob, muttering in annoyance, "Easier said than done."

Arcee then offlined the call, as Bumblebee commed Strongarm, Sideswipe, and Grimlock to help on the search. The three bots arrived quickly, Sideswipe with the little human in tow.

Turning to Knock Out and Bob, who had crawled up to the red jet for attention, Bumblebee explained, "We'll search for a decent spot to park your ship. You stay here, I don't want Bob to cause any more issues, so keep control of her please?"

The red bot shrugged, turning to the Insecticon and patting her head before responding, "No argument here."

Satisfied with the response, Bumblebee and his team sped off, leaving Knock Out and Bob at the mercy of Fixit. He rolled down from the command center and up to the two bots, the red one looking down at him in slight confusion.

"So," The Mini-Con began, looking at Knock Out accusingly, "You don't think I can do my job well?"


	3. Runaway

**Lots of skipping around in this one, but I had to do it to get things done... Should hopefully start calming down with that within the next few chapters, y'know, when plot actually starts happening.**

 **Also hey so this story was supposed to take place sometime in season 2 but I didn't realize Drift and Sideswipe shouldn't be there so guess what continuity doesn't exist I've only watched like three episodes of season 2 oops. I couldn't not use any notable Decepticons. This is fanfiction canon stopped existing the moment I started writing anyway.**

* * *

It hadn't taken too long to find a decent spot for Arcee and Sunstreaker to park their ship, though it did take longer than expected for them to arrive. It seemed strange for a Cybertronian ship to take so long to travel around a planet, especially one as small as Earth. But upon the ship's arrival it wasn't too hard to figure out why it had taken so long.

The ship was quite badly torn up from the looks of it, and possibly ancient. It was at least moderately damaged, dented and scratched up, any cloaking devices likely far from usable. The engine was a bit damaged as well it seemed, as the ship let out a loud and somewhat unnerving noise as it landed, but it seemed to be in a somewhat decent working order.

"It was all we could really obtain at the time… It worked well for a while, but we had a few too many encounters with space debris and I'm afraid it may not fare too well with anymore space travel." Arcee explained sheepishly as she exited the ship, seeing Bumblebee and his team's concerned looks, "It doesn't have a Ground or Space Bridge either, so we may actually be stuck on Earth for a while if we can't repair it. It's still functional at least."

"Arguably functional. And it's an aesthetic mess, I'll tell you." Knock Out muttered, walking up to Arcee, Bob following behind him, "I'd fix it up, but my specialty is in living metal."

Bumblebee didn't respond, instead saying something to Drift and Fixit, as the other two took a closer look at the ship. He then turned back to his old friends and asked, "So, where's the other member of your team? Sunstreaker, was it?"

As if on cue, the yellow bot ran out of the ship and practically tackled Bob, rushing between Arcee and Knock Out, pushing them away. Unfortunately for Knock Out, this involved a rather rough treatment of his injured wing, and the red bot let out a hiss of pain as he stumbled a bit at the impact. Arcee made an effort to catch him, but the red flyer kept his footing and straightened up again to rub at his drooping wing in an attempt to soothe his discomfort.

Ignoring his crewmates, Sunstreaker began playing with his pet and asked, "Was the grumpy old jet being a jerk to you again, Bob?"

The Insecticon screeched happily, nuzzling Sunstreaker as the yellow bot continued to play with her. He kept on ignoring his teammates for a moment, before noticing a familiar red bot trying to hide behind Bumblebee.

"Yo, Sideswipe!" He yelled, jumping back from Bob, running over to the anxious red bot, nearly pushing Bumblebee out of the way. Looking Sideswipe over, Sunstreaker laughed, "I thought you were in prison or something. Guess you got an even worse punishment!"

Sideswipe just looked away, relieved when Arcee called the yellow bot over. Bumblebee looked to him in confusion at Sunstreaker's sudden outburst and Sideswipe's avoidance, to which Sideswipe replied in a whisper, "I'll try to explain later."

"Bee?" Arcee called to her old friend. He began to walk over, but stopped when Arcee made a quick glance at the agitated Knock Out. The red flyer was leaning over a bit, rubbing at his wing in an obvious look of pain, though he was trying his best to hide it. Bumblebee followed her gaze, but said nothing as he seemed to get the hint.

"Sunstreaker and I are going to head on into our ship to try and help Knock Out with his repairs, alright?" She said, gently touching the aforementioned mech's shoulder to get his attention, "You can follow if you'd like, but I can't promise you much on the ship. Maybe a quick little tour? There's not much, but it looks a lot better on the inside."

She then turned towards their ship, Knock Out and Sunstreaker following behind her. Bumblebee hesitated for a moment, but some encouragement from Sideswipe to catch up convinced him enough to follow his old friend back to the ship.

Sideswipe wouldn't admit he'd only done that to keep from explaining his relationship to Sunstreaker, but an accusing look from Strongarm seemed to imply she was at least suspicious of him.

* * *

Arcee had decided to leave Knock Out to Sunstreaker, mostly because she wanted to catch up with Bumblebee, but also because Knock Out had decided Sunstreaker needed to take responsibility for his actions. There had been a bit of arguing, but in the end the former Decepticon had made use of his old skills and outwitted the young Autobot. Arcee was hesitant to leave the two alone together, but the room had been a bit crowded with all of them in there, so she and Bumblebee had wandered off.

"So…" Arcee began, walking alongside Bumblebee through the ship's cramped halls, "Knock Out said you wanted to talk with me? Is everything alright with you and your team?"

"No, nothing about my team. They work together just fine, usually anyway." The bot beside her responded, "Though, Knock Out's told me you were told to leave Cybertron by the council. Is that true?"

"Well, that's not entirely the truth, but not entirely a lie either."

Bumblebee looked at the smaller bot in confusion at her enigmatic response, prompting her to continue, "I did leave Cybertron, but more by my own free will than the council's choices. It's a bit difficult to explain why, but it does have a bit to do with the way the council treats things. I asked Knock Out and Sustreaker to come along, if you wanted to know. Neither objected."

Bumblebee would have likely questioned her further, but a sharp yelp from the other end of the hall caught their attention. The two quickly turned and ran to the room they knew the yell had come from, as Arcee pushed the door open to see Knock Out, bent over in apparent pain and clutching at his now straightened wing. Sunstreaker stood beside him, a strange tool Bumblebee couldn't quite identify in his hands.

"That is _not_ how you fix that kind of thing!" Knock Out yelled to the other bot in frustration.

"Yeah, but it worked didn't it?" The yellow mech asked, tossing his tool away and patting the irritated jet on the back, "Just give it a minute and the energon flow to your wing should go back to normal, it'll probably hurt less. You know how it works."

It was then that the two of them noticed, or at least acknowledged, the bewildered Autobots in the doorway. Sunstreaker gave a confident smile, motioning to the other's more or less repaired wing, while Knock out rose slowly, glaring at the bot beside him. He did release his wing though, and any signs he may have still been in pain had mostly disappeared.

"So did Knock Out's scream freak you two out or did you two just have the shortest reunion ever?" Sunstreaker asked, still smiling.

"I wouldn't have done such a thing had you not bent my wing back without warning!" The other yelled back, before either of the two confused bots got a chance to respond. Looking to Arcee, he asked in annoyance, "Could we just leave him here, and go back on our way?"

Sunstreaker responded first, "After you went through the trouble of locating the yellow guy and then forcing us to come after you? Yeah, right."

"I was looking for _your_ pet!"

"Enough arguing!" Arcee finally shouted, walking between the two bots and pushing them away from each other. Sunstreaker tried to protest, but a stern look from the small Autobot shut him up. Knock Out grumbled quietly to himself.

"Anyway, I'm sure you wanted to ask something else, right Bee?"Arcee turned back to Bumblebee, still keeping her hands to Sunstreaker and Knock Out.

"Yeah…" Bumblebee was a bit hesitant to speak in fear of another argument, but went on anyway, asking, "So why exactly did you leave Cybertron? What could the council have possibly done? Both you and Knock Out have given nothing but kind of cryptic answers, and-"

"And it's going to stay that way." Knock Out interrupted, pulling himself away from Arcee.

"He means it's a private matter, Bee." Arcee explained further, "I know it seems wrong to keep secrets from you, but there's really no easy way to explain anything right now. Forgive me, I'll try to explain as soon as I can though, I promise."

Bumblebee just nodded back, a bit upset by the secrecy, but understanding.

"Anyway," Arcee continued, "If Sunstreaker and Knock Out are up to it, I'd like for you to formally introduce us to your team."

"Sweet, maybe I can finally catch up with Sideswipe!" Sunstreaker cried in excitement, "I wonder if that bot's gotten into anything stupid since winding up on this planet."

"No thanks, I need to polish up my paint." Knock Out, on the other hand, was not as thrilled with the idea. He tried to walk away, but was stopped by Arcee as she grabbed his arm.

"Oh no, I'm sure you've been antisocial enough for the day." She told him sternly, "We'll wait for you to make yourself presentable, but hurry."

"I'll try my best, but you know it would take much less time if I had someone to help me." He replied with a grin, taking his arm from Arcee and bowing slightly, flaring his wings.

This demeanor dropped quickly as he heard some things crash to the floor. Knock Out glanced at Arcee to see the small bot now had an amused smile of her own. Looking behind him, he noticed a few items had been knocked off the nearby shelves and had clattered to the ground. Realizing what he had done, Knock Out straightening himself up, lowered his wings slowly in embarrassment, and turned towards the medbay doors quietly, walking out of the room.

Sunstreaker looked to the amused Arcee, then to the mess Knock Out had made and said, "Okay, but I'm not cleaning that up."

* * *

Sure, the ship was stocked with supplies and considered safe for them to live on. Sure, he had no reason to actually leave the ship and endanger himself being arrested and stuffed in a stasis pod by those worthless Autobots. And sure, there were plenty of smaller 'cons to mess with if they were causing him problems, or if he just felt like messing with them. It seemed nice, but to an intimidating crime boss, owner of a huge criminal empire back on his home planet, getting stuck on a mudball, being told what to do by a bunch of lower life Decepticons?.

It was boring, and quite frankly, _insulting_ to Thunderhoof.

The large Decepticon was currently leaning against a wall, skimming through a datapad he had found. It probably belonged to one of the Mini-Cons, full of data on many of the ship's former prisoners. It could be quite useful depending on the info he found, maybe he could get some of the ship's residents to bend to his will. Blackmail wasn't usually his style, but it'd be nice to have a change in the rankings.

Hearing someone approach, he continued reading over his findings. Few Decepticons were dumb enough to bother him, they'd probably pass him without a word. Most had learned not to mess with him, or had heard from others about what he was capable of. Unfortunately, this was not one of those Decepticons.

"Thunderhoof, I've got a request for you."

The blue mech stood with a grunt, lowering the datapad as he glanced to the canid Decepticon in front of him. Of course it would be him.

"What'ya want this time?" He asked simply. He knew the wolf never bothered talking to him on the ship unless he wanted something, and he expected that this time would be no different.

"Never took you as much of a reading type." Steeljaw said simply, looking at the datapad Thunderhoof held, tail swishing behind him.

"Don't small talk me." The larger Decepticon demanded, still not looking up from his datapad, "Jus' tell me what yous came for or go bark at some other 'con."

"Well, it seems that many of the Decepticons on the ship have been spreading rumors of a Cybertronian ship wandering around the planet." Steeljaw began, ignoring the other's insults, knowing this would likely get his attention, "And if this rumor is true, and they turn out to be Decepticons, they'd make a rather fine addition to the pack, don't you think?"

Thunderhoof seemed to think for a moment, considering his partner's words before glancing over and responding, "Sure, but is there any proof that it's even a con's ship? 'S not worth my time if they're just some nuisance Autobots. Or a human vehicle, we all knows the cons on this ship are a buncha idiots."

"All possibilities, yes." Steeljaw nodded to the larger Decepticon, before continuing, "But on the off chance they're not wrong, it'd be better for us to recruit them rather than Saberhorn and Glowstrike."

Looking back to his datapad, Thunderhoof just shrugged, "S'pose so."

"Hmm." Steeljaw growled at the other's indifference, before quickly thinking of another excuse to get Thunderhoof to do as he wanted, "Well if that won't convince you, consider this: You'd get off this ship for a bit, and if it turns out not to be willing Decepticons, you could have the opportunity to stomp an Autobot or two? I know you've not been too happy being trapped on this ship."

It seemed to work, as this time Thunderhoof tossed his datapad to the nearest table and turned back to Steeljaw, "Alright, yous got me interested."

Steeljaw smirked and nodded, explaining further, "It may seem a bit suspicious to send you out on your own, so I'll try to see if I can fit you and Clampdown into the group of Decepticons going out looking for Energon tonight."

"Ey, Clampdown?" Thunderhoof stomped the ground as he leaned towards the other Decepticon, causing a small tremor as he growled at him, "Yous must got a few screws loose if you'd think I'll be working with that sad excuse of a 'con again anytime soon!"

Steeljaw merely waved away the angry Decepticon, explaining, "I didn't say you had to work with him directly, Thunderhoof. I just felt that it would seem less suspicious if you two went out together. After all, what could you possibly be trying to accomplish, working with someone you hate?"

It was a bit of a lie actually, he just wanted to send Thunderhoof with his least favorite con on the ship after his stubbornness from moments ago. Neither would be too happy with the situation, but Steeljaw knew Thunderhoof wouldn't be foolish enough to risk suspicion by harming the crab con, at least not too badly anyway.

Thunderhoof growled again, but didn't argue. Steeljaw was stubborn, and would only continue to try to smooth talk into getting his way. Picking his datapad back up, he began to walk off, muttering, "Keep forcin' me to work with that snitch an' one a' these days yous gonna find one've us near offlined in a ditch, and it ain't gonna be me."

"I'll keep that in mind!" Steeljaw shouted back, grinning as the agitated elk waved him off in response, not even looking back.

* * *

True to Arcee's words, Knock Out had polished himself quite quickly. It wasn't the best of jobs Bumblebee had noticed, but he figured the accident from earlier had the urged the bot to rush himself a bit. That or he couldn't quite reach those specific spots. Probably the latter, considering much of the grime was on his back and wings. No one said anything to him though, it was for the better.

"Drift and I think we may be able to help upgrade your ship, it mostly just needs minor repair-pair-pair-pairs" Fixit said, smacking himself, as all the Autobots sat around him, excluding the aforementioned Drift, who was already away gathering tools and supplies.

"And maybe a decent paintjob, but even I don't think I have enough paint for that here." Denny continued, "But I think we three could all handle the job, Drift and Fixit have experience with Cybertronian ships after all, and I've just got experience with fixing things."

"Oh, thank goodness" Knock Out muttered, more to Arcee beside him than to the human and Mini-Con, "It looks as if a flock of Corvicons stripped the ship bare. I _suppose_ it makes us less of a target, though I wish it had a cloaking device at least. It's neither practical nor pleasing."

"Ugh, Corvicons, they're always hard to deal with. We had to deal with one of them once, a really obsessed one." Bumblebee said with an almost nervous laugh, remembering that particular day, "She actually stole part of a bridge. And Denny. She was certainly one of the more stressful criminals to deal with...:"

"Yes and it was a very stressful day," Denny nodded back, looking around at all the Autobots gathered in his scrapyard, "One of those days I realize living with a bunch of giant transforming car robots is probably insane, but hey, what're you gonna do? Anyways, Fixit and I should probably get going! Because after dealing with that bug I may begin to consider that again."

The two went on their own, leaving the bots in silence. Arcee and Strongarm began to talk among themselves quietly, Sideswipe sat somewhat awkwardly between an excitedly chatting Sunstreaker and unsure Russell, Grimlock seemed to be playing with Bob, and Knock Out was mostly just ignoring everyone. Bumblebee felt tempted to break the silence, but couldn't quite think of a way how.

Luckily, it seemed Russell had the same idea, though Bumblebee would have actually much preferred he didn't, considering what he brought up.

"Hey, remember when you had to deal with that Decepticon, Quillfire, I think you said his name was?" The boy asked, if at least to start a new conversation up, "Remember what his quills did to you Bumblebee?"

"If what I've been told is correct, I'd really rather not." The bot replied quietly in mild embarrassment.

"Well, it was pretty funny!" He spoke anyway, causing Bumblebee to hide his face in his hands as he continued, "The poison made him act like a kid, but he still managed to take out Quillfire! It was a mess to deal with, but it's a funny story to tell now!"

Arcee let out a laugh, while Knock Out grinned, looking to the yellow bot and saying, "Do tell more, I'm certainly interested."

"Oh no, but maybe we can talk about some _other_ Decepticons." Bumblebee shook his head and turned to Knock Out, watching as the flyer's grin disappeared and got replaced with a look of slight irritation.

"So, do you guys do anything exciting here?" Sunstreaker asked, "Or do you guys just go after a buncha low life 'cons? The ones you've mentioned so far don't even sound that intimidating!"

"One of them literally took my head off, Sunstreaker." Sideswipe responded, looking to the other in annoyance.

"Huh, well if that's the case, you're functioning pretty good for a bot that got beheaded!"

Sunstreaker was laughing now, causing Sideswipe to become agitated. The red bot seemed just about to yell back, but a rather convenient interruption from Strongarm stopped any potential argument, "Lieutenant, if you don't mind the suggestion, it's been a very busy day and I don't think anyone's actually patrolled the area. Do you think it'd probably do some good to do a quick patrol?"

She glanced towards Sideswipe, giving Bumblebee the hint that he should probably do something before the two bots fought. He didn't get the chance, as Sideswipe had taken the hint himself and sped off, not even bothering to ask Russell if he had wanted to go with him.

"Please excuse him," Strongarm then continued, "He's difficult."

"Yeah thanks, we're all well aware of that." Sunstreaker replied, before standing up and transforming, "Now if you excuse me, I believe Bob has wandered off as well. I should get to finding her."

With that, he sped off. Leaving the remaining Autobots behind. And Bob, who had not actually left from her spot drawing in the dirt with Grimlock, but upon seeing Sunstreaker take off she had transformed and flew after him.

"Aww… I thought we were havin' fun." The Dinobot muttered sadly.

"What was that all about?" Strongarm asked, ignoring the disappointed Grimlock, "Is he going after him? Permission to stop him lieutenant?"

"No, leave them be." Bumblebee responded, before getting up and looking to Arcee and Knock Out, "Alright, I know you two are keeping secrets, but if you know anything about why Sunstreaker and Sideswipe act the way they do please explain. I really don't need anything else stressing Sideswipe out, because that happens far too often."

"They're split-Spark twins." Knock Out replied simply.

"Wait, what?"

"Was it not obvious? They're physically similar, though not identical…" Knock Out was speaking more to himself than Bumblebee now, "It's interesting actually, they're so distant for twins I think they're starting to resemble each other even less."

"And no one thought to tell me this?" Bumblebee asked, exasperated.

"Or me!" Russell yelled, "Why wouldn't he tell me has a brother?"

"Probably because they don't actually get along well." Arcee explained, "I think Sideswipe's jealous of Sunstreaker. Both were helping Knock Out for a while, but only Sunstreaker really stuck around."

"And before you accuse me of anything, it was not favoritism." Knock Out said quickly afterwards, "Sideswipe's too squeamish for a job in the medical field. Sunstreaker actually helps."

"But aren't Sideswipe, and from the looks of it, Sunstreaker a bit too reckless for the medical field?" Strongarm asked, genuinely curious as to how the two could even be considered for such a job.

"I suppose you'd think that," Knock Out explained with a shrug, "But I've always found myself partnered with those you'd consider unfit for the field. Normally I wouldn't partner with those who are hardly more than children, but upon Cybertron's restoration there were shiploads of Cybertronians returning, and Ratchet and I weren't enough for the increase in patients. So I had to work with what I could get, and those two were convenient at the time."

"What about Arcee?" Strongarm asked, to which the aforementioned bot and Knock Out looked to each other awkwardly, "Well I mean, you two seem to have known each other for a while, right?"

After a moment of awkward silence, Arcee responded quietly, "Strongarm, I appreciate your apparent trust in our relationship, but there are so many reasons that would never have worked out."

"Doesn't mean I shouldn't try." Knock Out whispered, leaning over to Arcee with a smirk. She pushed him away.

Mostly ignoring the motion, the red jet got up before turning to the direction Sideswipe and Sunstreaker had raced off to. He seemed to consider for a bit before looking to Bumblebee asking, "Think we should go after them? Normally I'd allow Sunstreaker to race around to his spark's content to calm himself down, but with his pet and Sideswipe wandering around out there I'm not sure how good an idea that would be."

Bumblebee nodded, "It'd probably be a good idea. Racing around angrily isn't exactly patrolling."

Looking to Strongarm and Grimlock, the yellow bot started giving orders, "Strongarm, Grimlock, you come with me. Arcee, you're small and quick, so you can go through the forest easily to see if you can find any sign of them. Knock Out, you see if you can find them from above, you can do that now right?"

"Do you really doubt me that much Bee?" The red jet asked in mock offense, "One crash against an Insecticon and you assume the worst of me."

"I was actually asking if you were alright, but if you want to interpret it that way, go ahead."

Bumblebee's team then transformed, driving, or in Grimlock's case, running off to look for their teammate. Knock Out and Arcee didn't immediately follow, the latter instead looking to the small human below them. He looked upset.

"Any way either of you could take me?" he asked.

Knock Out shook his head quickly, crossing his arms, "Oh no, I'm not doing anything of the sort, I'm not willing to carry a human around just because they want to go on a trip. Bee'd probably accuse me of kidnapping even if I did."

Arcee's response was a bit kinder, as she kneeled down to the small human with an apologetic smile, saying, "Sorry Russell, but we might be at this pretty late into the night, and I'm not sure if your dad would approve of that. I'd give you a ride otherwise."

With a disappointed nod, the boy watched as the two transformed into their alt modes and left, leaving the boy to himself. He was beginning to feel quite left out.


	4. Hunted

**Italics: Private comm**

 **Can Cybertronians see in the dark? I'm not sure but I'm gonna assume a lot of the animal based ones do if anything, depending on what they're based on.**

* * *

The cave system they had been frequenting was dark, the only light source being the occasional glow of energon as they dug it up. Every now and then a con would use their own headlights to look around, but for the most part they kept it dim and quiet, so as to not attract any unwanted attention. The outside of the cave was fairly brighter, as even with the sun setting, the glow of the moon was bright enough to cast some light through the trees.

Thunderhoof was currently leaning against one of these trees, staring to the sky. He still held his datapad from earlier, but had finally gotten through with reading it over. He had mostly just skipped to the pages detailing Decepticons he knew towards the end, but had found little of interest. Most cons were nothing more than petty thieves really, not much use to him.

"So are you just gonna laze about the whole night, or are ya gonna help? Cause we could use the muscle."

Well, except for one specific con, and guess who'd just shown up.

"I ain't here to scout," Thunderhoof said, kicking the other away as gently as he could muster himself to, "Now go and scurry back to doin' your own job ya rusty little roadblock."

Despite his attempt at gentleness, Clampdown was still knocked back a few meters. He got up quickly, scurrying back a bit more as he yelled, "Hey! We were both sent here to hunt for energon, not to laze about!"

"Nah, I was sent to look for some Cybertronian ship that idiots like you were claiming on seein'. Yous were sent to go minin', now get back to digging."

"Hmph, well you could still do something productive, instead of moping about on that tree." Clampdown responded, though he walked back further.

Thunderhoof walked up to the other, leaning down to face him as he whispered, "Make me."

The crab con didn't seem to have anything to say to that, backing up a bit more before muttering something to himself, likely an insult directed at Thunderhoof, and scuttering off. The larger Decepticon waited a moment to see if he'd come crawling back for any reason, but he didn't dare.

Thunderhoof looked to the sky again, staring to the stars and thinking of nothing in particular. He stood in this position until all light from the sun had vanished, leaving everything only dimly lit by moonlight. It was quiet, nothing but the sound of the leaves rustling in the wind and the occasional cry of an Earth animal. Strange things, those animals. His knowledge of the place was minor, but he'd admit he got a kick out of seeing organics that looked similar to him. Steeljaw too. Thinking about it further, he wondered if any other organics looked similar to Cybertronians. Hopefully not Clampdown, he might actually feel bad for any organic that'd be forced to have a face like that.

He was brought out of his thoughts as he heard the sound of an approaching engine from above. He glanced up, leaning back further into the cover of the trees as the vehicle approached. It sounded far off, but he wasn't taking any chances on being spotted by whatever may be in that vehicle.

He was disappointed to see nothing but a jet fly by. A human jet, low in the air, but a human vehicle nonetheless. It didn't exactly surprise him.

Rumors. That was all there was. No proof of anything to give Steeljaw an upper hand, no proof of anything Cybertronian. Not even any Autobots for him to smack around. This entire mission was a waste of his time, not that he had anything better to do. At least he had peace and quiet for once.

Peace and quiet that was immediately broken as he heard a commotion from the cave. Mostly yelling, but a few other noises he couldn't quite figure out the source of. Idiots, the whole lot of 'em.

Running to the cave, Thunderhoof fully expected some fight to be going on, but was confused to see all the current occupants running past him and out the entrance. Turning quickly, he yelled out, "Ey, what're you doin'! Get back to mining!"

"I'm not goin' back in there!" Clampdown cried, hiding behind Thunderhoof and trying to pull him back, "There's something in there, and I'm not gonna deal with it again!"

Thunderhoof kicked the crab away, turning to lean down at him and snapping, "It's probably nothin' more than a pathetic organic! You tryin' to tell me a horde of Decepticons couldn't take out somethin' like that?"

Clampdown only shook his head as best as he could, refusing to even answer.

"Worthless bots, the lot of you!" Thunderhoof yelled, stomping towards the cave, "If I go in there and find nothing, I swear you'll be scrap by the time I'm done with all yous!"

"Wait, no, that thing'll tear you apart!" Clampdown yelled back, but his cries went unanswered. Thunderhoof had already charged inside the cave. Looking back to the other Decepticons questioningly, they all shook their heads and ran off. They had the right idea, and after a moment more of consideration, Clampdown ran.

Thunderhoof was on his own.

* * *

It had grown dark, but even then, Arcee maneuvered easily through the forest. There had been no signs of the three missing bots, though she had encountered Grimlock at one point. The Dinobot reported that his team hadn't had much luck in locating the siblings, though they had found signs of Bob in the forest. Or they assumed it was Bob, there was always the possibility of another large Cybertronian in the area, but Bob was the likely suspect.

She had just made it to the outside of the forest when someone commed her privately.

" _Arcee…"_

Alarmed by his distressed tone, Arcee felt a rush of concern, "Knock Out? Is everything alright? Have you located Sunstreaker and Sideswipe?"

" _No, no sign of them, is something the matter? You sound worried."_ The red bot responded with a hint of his own concern, " _But no, it's not about them, I just…"_

He didn't continue. Now Arcee was worried for his sake, and not her missing teammates. Something was obviously bothering him.

"Knock Out…" She spoke gently and quietly, not bothering to contact him privately, she saw no need. "We're partners now, and as much as you refuse to admit it, we work together now, and I'm just as inclined to care about you as you claim to force yourself to care about me. Now please tell me, what's bothering you?"

Silence was her only response as she drove back through the woods, slower now. Still no signs of the twins or Insecticon. After a few moments of observing, Arcee slowed even more as Knock Out finally responded.

" _I'm not comfortable around Bumblebee right now."_

The motorcycle stopped suddenly, "Wait, why?"

" _He asked about my awful change of alt mode. I gave him a terrible excuse that no doubt made me sound way more stupidly selfless than I ever could be. I wouldn't be surprised if he didn't exactly believe any of it..."_

"Knock Out, Bee's a friend, mine and yours," Considering her words for a moment, Arcee switched to talk to the red jet privately, " _You can trust him. I'm sure if you told him the truth he'd understand. He was one of the ones who defended you when you joined the team, even before me."_

" _I want to believe you Arcee, I really do."_ To Arcee's surprise, Knock Out sounded sincere in his response, " _But considering our history, considering the mess caused by the war, I don't think I'm ready to do that quite yet, even after what's been done. Bee's… Different now, and I'm not ready to trust him again, at least not completely, not yet."_

He went silent again. Arcee waited a moment to see if he had anything else to say before she started driving again. She went slowly now, taking her time to explore the forest before taking a risk and deciding to ask, " _Do you trust me?"_

Another silence. Arcee hadn't actually expected a response, let alone a positive one, and was genuinely surprised when she heard Knock Out's voice quietly over the com.

" _More than I will ever care to admit."_

She left him alone after that.

Traveling alone in silence again, she stopped and transformed to robot mode, sitting against a tree. Looking for the boys was beginning to feel stressful, but she wasn't sure why. She doubted they'd get into much trouble, both were probably smart enough to avoid any heavily populated areas. Bob was her main concern, and they'd found no signs of the Insecticon either. But she really just needed a break for a moment.

She sat quietly for only a few minutes, listening to the quiet whisper of the wind. This part of Earth was nice, much more so than the desert she had been stationed on the first time she had come to this planet. The forest was much more active, it felt more alive.

She began to think. About the war, about her friends. She had lost so much in that time, old friends, her home. She thought it was over, she thought they could just go back to their home and build it up, start where they left off. But no, things were difficult. The ones who took over were corrupt, and many of her old friends had been sent off Earth, or had chosen to leave themselves. She had all but lost contact with Smokescreen and Wheeljack, the latter had taken off on his own again after the planet had been repopulated. Smokescreen was likely busy with whatever job he may have gotten. Arcee never knew.

Sighing, Arcee leaned further against the tree. This wasn't supposed to be how it all ended.

The snap of a branch in the woods suddenly got her attention. Instinctively drawing her weapons, Arcee stood and looked in the direction the noise had come from. Humans didn't often wander the woods at night, and Bee had told her about the Decepticons nearby, so she wasn't taking chances if it was anyone dangerous.

A flash of red. Sideswipe? She doubted Knock Out. He wouldn't risk landing in the woods, he was still readjusting to landing as a whole.

She snuck forward, careful to avoid any fallen branches and sticks so to not bring attention and using trees for cover. Upon closer inspection, she realized that the flash of red was in fact a Cybertronian, but neither of the Autobots she knew. No doubt one of the Decepticons.

Turning to face the crab like Decepticon, she yelled, "Freeze con!"

He let out a frightened cry, doing the exact opposite of what she said and running in the other direction. With a somewhat irritated sigh, Arcee transformed and drove after him. She caught up quite quickly, and with another quick Transformation, kicked him to the ground before standing over him.

"Wow, maybe Sunstreaker was right, you aren't hard to deal with." She muttered to herself, setting one foot on the cowering Decepticon, weapons out.

He struggled a bit under her, but she kept her balance as he yelled, "Let me go! I'm just tryin' to save my spark, let me go!"

Just now realizing she was armed, Arcee retracted her weapons. The Decepticon still struggled, to which she held her arms up and stated, "I'm unarmed now okay. I won't hurt you as long as you cooperate."

"Not from you!" He cried, struggling further and finally managing to get out from under Arcee. He transformed immediately, racing away from Arcee. She transformed herself again, this time considering calling someone for back up as she drove after him.

"Arcee, any sign of them?"

Luckily for her, a call over the com from Bumblebee came up before she got the chance. Still racing after the fugitive, careful to avoid any collisions with trees, she replied, "No luck. I haven't found the twins or Bob, but I have located a Decepticon!"

Bumblebee responded quickly with a cry of, "We're on our way!"

She continued to race after him as he made his way to a road. That may complicate things, but it gave more freedom, and since it was the dead of night cars were few and far between. She was catching up quickly, and was right about on him when a shadow passed overhead. It threw her off for a moment, but she ignored it, about ready to hit the Decepticon when another call over her com distracted her.

Those were beginning to get really annoying.

She opted to ignore it as Strongarm and Bumblebee finally came into view, racing up to the Decepticon from the front. Sideswipe did as well surprisingly, and quickly transformed as he approached to kick at the surrounded con. The car transformed back into bot mode at the hit, rolling a bit on the road before laying still on the ground a moment, whining. The other three transformed as well, surrounding the crab con as he struggled to escape.

Bumblebee spoke quickly, ignoring Sideswipe for the moment and questioned, "Clampdown? What are you doing out here?"

Arcee didn't hear the con's response, instead getting distracted as someone on her com tried to get her attention again. Now realizing it may be Sunstreaker, she answered it quickly.

"About time!" Knock Out's voice broke out over the com, loud enough for everyone to hear, "I need you over here Ar- Agh! Stop struggling will you!"

Concern overcame her at Knock Out's words and behavior as she asked, "Knock Out, is Sunstreaker with you? Is everything alright?"

Sunstreaker responded for himself. "I'm here with Knock Out, Arcee, I'm fine, so is Bob and the Dinobot. He had found us and-"

"Enough chatting!" Knock Out's voice sounded agitated over the com, "Get over- Ack! If you don't stop I swear I _will_ sedate you! Get over here, now!"

Noticing the urgency of his voice, Bumblebee looked to Clampdown before deciding, "Leave Clampdown, whatever Knock Out's up to sounds urgent. Someone might be injured, and he obviously needs help."

Sideswipe began to protest, "Bee, I'm sure Strongarm and I-"

"Now, Sideswipe!" Bee yelled, transforming into his vehicle mode and driving off, Strongarm and Arcee following quickly behind. Sideswipe hesitated, looking to the confused Clampdown before giving in and driving after them himself.

But not before hearing the crab con shout out, "If that's who I think it is, tell him I told him so!"

Ignoring him, Sideswipe caught up quickly to the others as they raced down the road, getting to Knock Out's coordinates quite quickly thanks to the lack of traffic. He was in front of a cave, where the dirt and trees had been torn up. Arcee was the first to transform, running to where Knock Out and Sunstreaker were pinning a large struggling mech to the ground. Bumblebee and Strongarm followed after, running right up to where Grimlock was just staring, dumbfound at the events before him.

"I don't… I didn't do this." he whispered, not even turning away to look at them.

Bumblebee followed his gaze to where Knock Out and Sunstreaker were, Arcee having replaced Knock Out in pinning the large mech down, though his struggling had slowed. The large bot was lying in a pool of what the Autobots could only assume was his own energon, body torn and melted. The worst of his injuries were on his chest, which had been practically torn open, and his right leg, a mess of wires and scrap that hardly seemed to be attached anymore. His optics dimmed and lighted in an effort to stay conscious as he continued to struggle weakly, muttering insults and threats. Despite this, Knock Out continued to berate him back, occasionally giving commands to Arcee and Sunstreaker.

Taking a chance when his patient had stopped his fighting to rest, Knock Out took a moment to ask him, "What did this to you?"

"F-frag off Autobots." The large mech growled back. He didn't bother to look at the bot speaking to him, instead glaring in Bumblebee's direction, though his gaze was somewhat unfocused. The comment was no doubt directed towards his group.

"Wait… Something tore up _Thunderhoof_?" Sideswipe had been the first to say anything on the matter, in obvious panic and disbelief. He backed up almost as quickly as he had approached, an almost terrified look on his face. He seemed to think about racing off, but Strongarm was quick to get a hold on him and stop him.

Thunderhoof had looked away now and seemed to have stopped struggling completely,. Bumblebee wasn't even sure if he was still conscious at first, but had noticed his optics still flickered occasionally as he forced himself to stay awake. The Decepticon was too stubborn to actually let himself go into stasis lock, which his body was no doubt telling him to do. An almost stupid move on his part, but being surrounded by the enemy probably didn't seem to help his decision.

"Bumblebee, tell Fixit to open the Ground Bridge." Knock Out suddenly demanded, alerting the yellow bot, "I don't have the tools to stabilize him. I need to get to my ship."

Bumblebee acted quickly, comming Fixit before running over to Knock Out's team, asking, "Uh, need anything else?"

"Call the Dinobot over," Sunstreaker demanded in place of Knock Out, "He can help us carry him back to our ship."

Grimlock ran right over, doing as Sunstreaker and Knock Out ordered, carefully lifting the damaged Decepticon and running towards the Ground Bridge as soons as it opened. Thunderhoof struggled in his arms, much weaker than before, to which Knock Out scolded, "The more you struggle, the worse it gets. Do you _want_ to offline yourself?"

"Probably better than stasis…" He growled, but to the red jet's relief, the large mech stopped his struggling, turning his head towards him and muttering in a mix of pain and anger, "But I ain't offlinin'... Not on this mudball."

"A rather smart choice." The jet responded, following Grimlock and Sustreaker through the bridge. Arcee and Bob followed quickly afterwards, then Bumblebee. Strongarm was still keeping Sideswipe restrained.

"Do you know how dumb it was to run off like that?" She asked him, as he stood loosely in her grip, "What if whatever happened to Thunderhoof had happened to you? Do you think Sunstreaker and Knock Out would've been as calm if it had been someone they cared about?"

"Hey, can we just go?" Sideswipe whined, "Whatever attacked him could still be out here y'know, and I'd like to not get melted."

Though frustrated at Sideswipe's avoidance to her question, she realized he had a point and released him. They both ran towards the bridge, but Strongarm stopped as she saw something shine in the moonlight. It was in a small puddle of spilled energon, and upon realizing there was a possibility it could be something that had been torn off Thunderhoof, she ran up to it.

She turned that way as Sideswipe ran through the bridge, but upon closer inspection, it turned out the object had only been a battered datapad. Despite being splattered with energon and having a shattered screen, It still appeared to be in working order. Picking it up, she turned back towards the bridge and ran in.

* * *

Fixit had been gathering more items with Denny for Arcee and Knock Out's ship when Bumblebee's call had come through. He took quick note of the urgency in the lieutenant's voice, and dropped what he had been carrying when he ran to the command center to open a Ground Bridge. Denny followed quickly upon noticing the Mini-Con's apparent panic. They had not been told what had happened, and both instinctively assumed the worst from his tone.

Russell was at the command center playing a videogame when the two ran up. He had been about ready to head to bed when they had shown up and opened the Ground Bridge. Noticing their worried looks, he ran down to ask what had happened.

He didn't get the chance, as just then Grimlock had run through, Knock Out and Sunstreaker following quickly behind. None of them payed much mind to the others though, as they all took immediate notice to the battered Decepticon in the Dinobot's arms. Energon was leaking down both their frames, and Thunderhoof was leaning against Grimlock, taking little to no notice to his surroundings.

Waiting for everyone to come through, Knock Out demanded, "Bridge us to our ship, I don't want to risk wasting any more time with him in this state."

Fixit complied quickly, typing in new coordinates and opening a new bridge. Knock Out called for Grimlock to follow him before running through, Arcee and Sunstreaker following. The others were left in silence for just a moment, before Russell finally broke it by whispering, "What just happened?"

"Your guess is as good as ours…" Sideswipe responded, plopping himself to the ground and putting his hands to his face, "We were just called over by Knock Out… Found Thunderhoof lying there all messed up…"

He was obviously disturbed by the whole ordeal. No one really blamed him though, Thunderhoof was one of the toughest Decepticon's they'd dealt with, and knowing something out there could tear him to scrap…

Well, it was definitely worrisome to say the least.

"Are you sure he's not faking it, like Steeljaw did?" Denny asked, though he couldn't help but eye the specks glowing fluid on the ground. It didn't seem like much, but there looked to have been a lot leaking from the Decepticon's body.

Bumblebee shook his head, "No… I don't see Thunderhoof as the kind to fake an injury like that. Besides, it seems way too risky to fake ones so brutal."

"Ah, Lieutenant?" Fixit rolled over to Bumblebee, careful to avoid any drops of energon that had fallen to the ground in the earlier rush, "Do you think I should assist Knock out and his crew in any way?"

"No, leave them for now. Knock Out knows what he's doing, and he has Arcee, Sunsteaker, and Grim- He has Arcee and Sunstreaker to help him." Bumblebee shook his head, realizing Grimlock would probably be sent back at any time. But after thinking a moment more, he continued, "Actually, could you look through the Alchemore's database? I want to know if there's any cons in there with enough firepower to melt a bot's armor with the size to match."

Fixit nodded, and with a quick cry of "Yes sir!", the Mini-Bot raced to the command center and began searching through the database.

Standing on his own now, Bumblebee began thinking to himself. They'd have to question Thunderhoof to know what attacked him once he was coherent enough to do so, and he knew that wouldn't be easy, the con was stubborn. It was only a moment after considering this that Bumblebee came to the realization there was still the possibility Thunderhoof could offline. Knock Out was a good medic, yes, but the Decepticon had looked to be in such a rough state when they had found him it was always a possibility. There was no telling the true extant of his damage.

And if the mech offlined, that would mean there'd be a vicious and murderous bot loose on Earth with no leads. In a forest very close to the city. There was no way that could possibly end well.

With that final thought, the yellow bot sighed. It was gonna be a long night.


	5. Old Habits

**Yeah sorry for taking a while to update this chapter was pretty much done a while ago but I needed RID to officially end to see how much more of canon I'm going to ignore.**

* * *

The three other Autobots were already sitting together when Bumblebee and Strongarm walked in, Arcee and Sunstreaker talking quietly to each other, and Knock Out staring at an open panel on his arm. The jet was tapping his fingers against the table with a tired and irritated look on his face and seemed to be mostly ignoring his teammates. Bumblebee couldn't help but notice the flecks of energon that still littered his arms as well, seems he'd apparently had yet to wash himself off before he had asked Bumblebee to come to their ship. A bit of a surprise really, though maybe he hadn't had time to clean up?

"Everything alright?" Bumblebee asked, sitting in one of the empty seats, Strongarm taking the one beside him as Knock Out closed the panel on his arm. The red jet didn't speak to them though, instead looking over and motioning to Arcee for her to talk instead.

"If you mean with the Decepticon, yes, he's stable now." Arcee began, before being immediately interrupted by a somewhat nervous Sunstreaker.

"He should live, if that's what you're wondering. Despite how bad his body looked, whatever had melted him had cauterized most of the leaks, but from the amount of Energon he'd already lost, he was probably pretty torn up before that. The worst of his damage was actually his leg." The yellow bot muttered, before laughing nervously and looking away, "It was mangled. He… May not be able to use it for a while though. Too much damage, it'll take a while to heal."

Knock Out spoke next, if at least to stop Sunstreaker's rambling, "He should heal up fine though, assuming he's not stupid enough to wreck himself more."

Waiting to see if anyone had anything else to say, Arcee continued, "I asked Knock Out to call you over to ask about him, since we don't actually know who he is or what he's done. We've got him restrained on his berth for now, though I have doubt he'll be much of an issue any time soon."

"His name's Thunderhoof," Bumblebee responded quickly, noticing Knock Out suddenly perk up curiously at the name, "According to Fixit and the Alchemore database, he's a crime boss, though I've never heard of him. He'd been one of the more troubling cons we've dealt with, since he's allied up with a few others."

"Thunderhoof, huh?" Knock Out muttered to himself, flipping his arm panel open again and looking it over, "I'd thought he'd been offlined, but I guess those rumors were wrong."

Strongarm looked to the jet suspiciously, asking, "You knew him?"

"Knew _about_ him," Knock Out corrected, "His empire was rather well known in my home city, probably wasn't too far away, but I was never really willing to find out."

"But wouldn't that have been early in the war?"

"Yes, it seems he's been locked up in stasis for quite a long time…"

Staring at his screen for a few moments again, the seeker hummed as he closed it and got up. He began to walk towards the door before stopping and turning to face the others, gesturing to Bumblebee for him to follow. The yellow bot quickly complied, turning to the others in silent confusion as he followed Knock Out down the hall.

Trying to avoid an awkward silence, Bumblebee tried to start a bit of small talk, "Sunstreaker seemed a bit nervous out there? You sure nothing happened?"

"Just a bit of first time nervousness is all, he'd never actually dealt with someone this badly injured." Knock Out replied simply, "Wasn't even _that_ bad really. I've dealt with worse."

They stopped in front of a closed off room, Knock Out looking back towards Bumblebee. The yellow bot tilted his head a bit as he looked him over, once again noticing how drab the jet seemed to look. Much more worn down than he had yesterday, and his posture was obviously that of someone exhausted. Definitely hadn't gotten a chance to fix himself up or rest after dealing with his patient. Or maybe it was the lighting? It was rather dim in this ship.

"I actually called you over to ask about something else, Bee." The tired mech said, before opening the door and leading him into the room.

It was their little medbay, where Thunderhoof was currently located. The Decepticon was lying on a berth in recharge, restrained by his wrists, neck, and uninjured leg. His chest had been welded shut, but was still noticeably warped from melting, and his Decepticon badge had all but been destroyed. His injured leg had been reattached, though much of the crushed outer armor had been removed, and what was left was still a dented mess. A few lines attached to various machines were connected to his body as well, but despite all this he still looked much better than when he had seen him earlier.

Looking back to Knock Out as the bot walked to a shelf in the room and picked up some supplies, Bumblebee asked, "What is it that you want to tell me, and why in here?"

"Well, first I wanted to prove to you that your threatening Decepticon is no more threatening than his Earth-looking counterpart in his current state, at least not to us." The red bot explained, walking over to Thunderhoof as he set something up and started messing with one of the lines attached to the mech. "You told Fixit to search through the Alchemore's database right? Did he find anyone who could do this?"

"No, no one in the database has enough firepower to actually melt someone this badly, but I know from experience the fire can be quite uncomfortable." The yellow bot explained, watching as Knock Out fiddled with the line again, Thunderhoof twitching uncomfortably in his sleep, "What are you doing?"

"Administering pain medication," The jet said simply, holding down the Decepticon as he continued to stir, "I didn't turn his pain receptors off while treating his injuries, made him cooperate better. Figured it was about time to give him some relief, at least before his body decided to go into shock if anything. Though I fear I may have waited too long for that."

"Wha- You forgot to give him pain meds? How do you-"

"Old habits die hard, Bee."

Knock Out continued to hold the larger mech down until his body finally stopped shaking, then looked over to the monitors attached to him. Apparently satisfied with their readings, he let Thunderhoof go. He then stood over the Decepticon for another moment, just in case he had another fit, before gathering his tools and backing off to put them away. He worked in silence for a bit, appearing to almost forget Bumblebee was there until the yellow bot spoke.

"How long until we can put him into a stasis pod?"

"Not any time soon," Knock Out replied. He sounded calm, but Bumblebee could sense a bit of agitation in the mech's voice. It was a fair question, and one he should've known was coming, but one that seemed to irritate him nonetheless, "Cryostasis can keep a bot stable, but slows the healing process down significantly, I'd be more comfortable keeping him here until I'm sure he can recover well enough. He'll probably need physical therapy for his leg as well, and putting him in stasis won't let that happen, would it?"

"Fair enough," Bumblebee sighed, before looking back to the unconscious Decepticon, "But I'll be more comfortable the instant he's back in a pod."

Knock Out took a moment to reply, going back to working on things in silence for a short while again. After a moment of somewhat awkward silence, the jet sighed as he roughly set down the thing he was holding, not even looking towards Bumblebee as he asked, "Do you think it's fair?"

"Excuse me?"

"Forced stasis. Doesn't it just… Seem like a cruel punishment?" Knock Out still didn't look to Bumblebee as he continued, "Forced to sleep for years at a time, waking up in a world that's no longer the one you know? How does that seem fair, to anyone?"

"It's for safety reasons Knock Out, you know this." Bumblebee explained, noticing the red jet's now obvious agitation, "They're not in there for too long usually, they get a trial and then a punishment that fits their crimes."

This time the other mech turned to look at him, motioning to Thunderhoof and angrily asking, "Then why is someone who was arrested before the war destroyed everything still supposed to be in a stasis pod?"

Bumblebee couldn't think of an answer. Perhaps cryostasis was his punishment? It wasn't a very ethical one he'd admit, but it was still a possibility. Thunderhoof had a pretty long list of charges against him, but even then they'd normally give a more reasonable punishment. Bumblebee was still trying to think of an answer when he saw Knock Out walk towards the Decepticon, who was moving slightly in his sleep again.

"Go tell the others to go back to the scrapyard for now, we can talk more later." The seeker said quietly as he looked down at his patient, "I'll stay here just in case anything happens with Thunderhoof. I need some recharge of my own and a polishing anyway, I could use the silence. Thunderhoof probably could too."

Bumblebee nodded, but before that he walked up to one of the room's tables and took out a datapad, setting it on one of the tables. Seeing Knock Out look at him curiously, the yellow bot explained, "We found this near where you found Thunderhoof last night. We assumed it was potential evidence to tell us who attacked him, but it seems to just be full of information from the Alchemore. It might give a hint of who may have attacked Thunderhoof, but we'll still need it back later."

Knock Out nodded in thanks before waving Bumblebee off. The red jet then waited until he could no longer hear the other bot's footsteps to step away from his patient, listen again, then quietly lock the door. Hearing a few thumps and grunts, he turned back to where Thunderhoof was struggling harder on his berth. He let the Decepticon fight his restraints a few moments more, making sure yet again if his earlier visitor had really left, before he walked closer to him.

"Oh _keep_ fighting. You won't get very far, trust me." The jet mocked.

Thunderhoof's optics snapped open at the others' words, glaring at the doctor with dimmed red lights. He struggled harder, growling quiet threats as the other kept staring at him blankly. The medic didn't seem frightened in the least.

"Let me outta these restraints!" He eventually cried out, struggling just enough to make the berth move, "I ain't goin' back into stasis, Autobot!"

Knock Out continued to watch the other until he stopped to rest, venting hard, the sounds of his internal mechanisms becoming the only thing to be heard. Thunderhoof stared at the other in pure rage, though he made no effort to move again. He watched as the doctor flipped open a panel in his arm, tilted his head curiously, then walked over to another panel on the wall nearby and pressed a few buttons. To the larger mech's surprise, his restraints disappeared.

"Well since you asked so _nicely_ -"

Knock Out jumped back as Thunderhoof sat up quickly, taking a moment to grab at his chest at the pain of sudden movement, but still glaring at the other as he growled, "Though I respect the hospitality, fact is you're still one of the yellow one's filthy Autobots. Which means I'm still gonna shred you to scrap."

He slid off the berth, trying to stomp the ground as he got off, only to collapse immediately with a cry of pain as his right leg gave way immediately and he landed hard on the floor, dazed. Struggling to right himself, he fell again, only managing to disorient him further. Still he stumbled a few more times before giving up, knocking a few things that had gotten tangled in the wires attached to him, and then lying in an awkward heap on the floor among the mess and groaning.

"Oops, guess I accidentally gave you a stimulant instead of pain medication, silly me." The other bot spoke loudly and in feigned guilt, frustrating Thunderhoof further, "Though, maybe if you talk with me for a moment…"

The mech made another effort to move, but only slightly, snarling back, "What'ya want from me, Autobot?"

"It's funny how the Autobot thinks I'm a Decepticon, and how the Decepticon thinks I'm an Autobot, isn't it?" The jet laughed humorlessly, "But there's really nothing you'd have that I'd want. That is, unless you have some sort of power to revive other bots, but that's just wishful thinking on my part now isn't it?"

Thunderhoof had finally managed to upright himself enough to lean against the wall uncomfortably next to the berth, but had also managed to get his arms wrapped rather awkwardly in some of the lines attached to him. He struggled to free them, disconnecting a line, before looking to the other in frustration.

"I got one of the biggest empires on Cybertron, if I don't got what you want, I can find a way to get it."

"Ruled." The medic corrected, now staring down somewhat threateningly at the injured bot, "You own _nothing_ , Thunderhoof."

The Decepticon seemed to back up a bit at the bot standing over him as he replied in a snarl, "That a threat, Autobot?"

"Of course not, don't you know? Autobots only speak the truth!" He said it almost mockingly, wings rising up and hand going to his chest sarcastically, before continuing in a more serious tone, "Cybertron's war killed the planet. Everything on it was destroyed, and I see no reason why your empire would've been spared. You have nothing to go back to Thunderhoof, give up."

The Decepticon was silent for a moment, taking in Knock Out's words before looking up at him and asking suspiciously, "Is this some sorta Autobot scheme to get me to surrender?"

"Surrendering will get you thrown in a stasis pod, waiting for a trial that will never happen." The other stated, before turning around to grab something off a shelf, "But that's not really what I want to talk to you about, I really just need you to tell me what attacked you. I was getting tired of waiting for you to wake up, and I figure you won't cooperate with the others later, so I sped things up a bit. A bit sooner than your body would have normally allowed, but you should be fine, you look like a tough mech."

"And why should I cooperate with _you_?" The other huffed back in frustration. He was notably agitated from what Knock Out had told him, and also noticeably ill suddenly, appearing a bit less focused and slow to respond, though he seemed to hide that fact better. "Why shouldn't I just scrap you here and know?"

"Scrap me? Have you even seen the shape you're in?" The medic motioned over the other, as if to prove a point, "Your body's a mess! It can hardly support itself as it is right now, you couldn't even stand if you tried, let alone crush a bot. It wouldn't be a problem to lock you up in your current state. Actually, you shouldn't even be awake, but waking and releasing you from your restraints was the only way to show you how truly helpless you really are right now, _Thunderhoof_."

The Decepticon growled again and attempted to get up, but stopped upon being hit by a wave of pain and slight dizziness. The medic was right and he hated it, he was all but powerless in this state. He hadn't even payed attention to how badly he had been damaged, his chest warped from being welded and his right leg almost all but unresponsive, though despite the immobility it still hurt terribly. He hadn't even realized how bad it had been when he was getting shredded, he had been more focused on defending himself and, well, not offlining then and there.

"Now then, tell me what did this to you." Knock Out spoke again, crossing his arms slightly, "Maybe I can convince Bee to keep you out of a stasis for a while if you cooperate. After all, we've both seen just how pathetic you are in your current state. Wouldn't be very ethical to put a bot that can't even walk into a stasis pod, don't you think?"

Thunderhoof was silent again for a moment, taking in the others words and thinking. He didn't want to trust this Autobot, but he didn't see much choice in arguing further. He was surrounded by the enemy and couldn't fight back. Yet, something about this Autobot was certainly different from the others he'd dealt with on this planet, and it wasn't just his appearance. If he were to assume correctly, it really didn't seem like he truly cared about his faction.

Perhaps he could use this to his advantage.

Knock Out began shaking the container he was holding in his hand a bit as he waited for a response, staring down at the other quietly. His memories were probably a bit corrupted, and he was probably uneasy by his current state, but he should be able to remember some details. Some information would be better than none.

"Somethin' really big." The Decepticon finally began slowly, speaking quietly as he began to remember things, "Big enough to take me by the leg and smash me to the ground. Repeatedly. Ran around on four legs, I remember it running through the cave at me... Obviously fire breathing… Think it may've had wings."

Knock Out nearly dropped his things at the last comment, and Thunderhoof looked up at him as he heard him stumble to grab it, a look of fear on his face. The doctor righted himself quickly though, saying, "Alright, thank you. If you can't remember anything else, I think that's enough."

The red bot then leaned down, grabbing the line Thunderhoof had disconnected earlier before quickly changing the subject and saying, "Oh, and I don't know if you care, but your Decepticon badge is gone. I wouldn't recommend getting a new one."

A bit surprised by this change of topic, Thunderhoof glanced down to see that sure enough, his badge was nothing more than an occasional spot of purple melted onto his chest. He really wasn't particularly bothered by this though, because It took only a moment more for him to process the other's words entirely, and he came to the quick realization that the Autobot was implying something else.

"Wait, are you tryna' get me to defect?" Getting the hint, the Decepticon sat up in shock, almost falling to the ground again by a wave of nausea as he cried out uneasily, "Become an Autobot? You'd have to be absolutely crazy if you'd ever think they'd even accept a bot like me!"

"Defect? Of course not," Knock Out laughed humorlessly again, "Cybertron seems to hate most Autobots about as much as they hate Decepticons, _especially_ turncoats. You'd probably never get a trial if you defected. At least not in the council's current state. No, I'm telling you to drop the faction entirely. You may actually get a trial if you go neutral, even if your record might be pages long."

Thunderhoof had now gone completely silent, suddenly swaying a bit in dizziness as the other bot stopped speaking. He shut his optics for a moment in an attempt to stop it, but opened them just as quickly as Knock Out grabbed his arm and reattached the line he had disconnected earlier. He just watched him, too weakened by the sudden onset of nausea to attempt anything, and no longer as enraged as he was a moment ago. Now he was just tired.

"Disconnected your energon line…" The jet explained, before carefully doing his best to help the much larger mech stand without putting too much strain on his injured leg, "You lost too much when you were attacked, still don't have enough to function properly. I added something to stop the pain now, you should feel the effects soon enough."

Leaning against the other somewhat awkwardly, Thunderhoof cooperated as the Autobot managed to help him onto the berth again. It had been a bit awkward considering their difference in height, but the medic had managed. Thunderhoof then sat there for a moment, still somewhat disoriented from dizziness when he asked, "Why're you helpin' me anyway?"

"Because that'd be the Autobot thing to do." The other explained, grabbing some supplies to put away.

"No, why're you tryna help me get my trial?" Thunderhoof asked, genuinely curious now, "Most other Autobots are more focused on gettin' me into a stasis pod, why're you so different?"

"I'm not different." Knock Out stated, walking back to Thunderhoof and pushing him to lay on the berth roughly, snapping his restraint back into place. The Decepticon growled quietly in frustration, but didn't struggle. He was too tired, he'd worn himself out from straining his injured frame, and the medication wasn't helping. Knock Out would have to scan him for any further damage when he was finished with tidying up.

Backing away, he went to put a few more things away, working in silence until everything was cleaned. He went to the door afterwards, taking one last look and scan at Thunderhoof. The scan showed nothing new of his injuries or vitals, and he took notice that the Decepticon was still awake, but only barely, focusing on nothing in particular.

"I just don't think the system is fair and all. It doesn't seem right that the one who caused this mess of a war can walk free, where some gang boss Decepticon past his prime should get punished for something there's no evidence of, don't you think? And it's _always_ Decepticons it feels like." Grabbing the datapad Bumblebee had tossed down, he spoke in the possibility the other was listening, but didn't wait for any potential response before quietly continuing, more to himself than his patient, "Hmm, I just know that if I were to choose again, I may not have chosen what I did."

He left the room, walking down to his own quarters in silence, enjoying the peace. He was tired. He had worked on Thunderhoof all night and had not gotten any rest of his own, and it probably showed. He had hardly cleaned himself afterward either, and he was still dirty and scuffed up from fighting with the con the night before. He'd have to clean himself up real quick before getting some much needed recharge. But first…

"Arcee?"

"Need anything Knock Out?" The other responded quickly over her comlink, a note of worry in her voice. Probably not too happy with leaving her partner in a ship with an assumably murderous Decepticon.

"No, everything's good here," Knock Out replied, opening the door to his own room as he reached it, "But Thunderhoof woke up for a moment and after a bit of nonsensical rambling, and I think I may know what might have injured him. I figured Bee and the others would like to know."

Arcee was silent for a moment, likely talking to Bumblebee before asking, "And what would that be?"

"Well, believe it or not," Knock Out began, unconsciously flaring his wings in a dramatic effect, "But I believe our overly aggressive Cervicon friend was attacked by a Predacon."

* * *

 **Ding ding, looks like one of you reviewers was at least somewhat right! Poor Thunderhoof seems to have been pretty badly scrapped by a Predacon. But whether or not it was any Predacon in specific has yet to be revealed!**


	6. Rainfall

**I regret giving the chapters names I'm bad at naming them.**

* * *

"Alright con, talk!"

Strongarm slammed her hands to the table dramatically as she yelled at the Decepticon in front of her, staring at him angrily. He seemed none too impressed by the other, and returned the favor by staring at her in boredom, frustrating her further.

"Remind me again, this supposed to be an interrogation or a witness report?" He asked, leaning forward awkwardly in his chair and holding out his cuffed hands, looking to the other Autobot in the room, "Cause these cuffs really seem like you bots think I was the one who did the scrappin'."

"Precautions Thunderhoof, you're a dangerous con and you know it." Bumblebee explained, before looking to his partner, "Though, I suppose Strongarm could be a bit less aggressive."

Strongarm huffed, Thunderhoof leaning back again as he muttered, "Afraid the bot with the busted leg's gonna stomp ya, huh? Can't even stand right now."

Surprisingly to the two Autobots, the Decepticon wasn't actually lying. It had only been a few days since he'd been attacked, and though Knock Out had agreed to let them talk with him at this point, he was certainly far from fully healed. They had seen Knock Out help him attempt to stand when they had gone to retrieve him earlier, and though he could mostly keep himself up, he had to lean against the wall with most of his weight on his uninjured leg to keep himself from falling. He had also been getting increasingly fatigued, and Knock Out and Sunstreaker had yet to find the direct cause of this. He was not happy about either of these things.

Bumblebee and Strongarm had to begrudgingly, and awkwardly, help the lethargic and handcuffed Decepticon limp along to a small room in the ship to interrogate him. It was only after setting him on a chair did the Decepticon mention they could've talked to him in the little medbay room. It would've been preferred by Knock Out actually. The Autobots weren't too happy with that bit of late info.

"Fine," Strongarm sighed, "If you won't tell us any more about the bot that attacked you-"

"Told the doc everything I could, ask him, memory file's pretty corrupted." Thunderhoof interrupted, annoyed, "Almost dying kinda does that to you."

Figuring they probably wouldn't get too much more from the Decepticon, Bumblebee decided to change the subject, "Fine, if you can't tell us any more about the bot that attacked you, just tell us where all the other Decepticons are. We know Steeljaw sent you and the others somewhere when he freed you from your stasis pods, and we know that's where all the Decepticons are hiding. Where is it?"

"Sorry Autobot, you got the wrong con if want any information."

Bumblebee looked down at Thunderhoof in irritation, "How so? Those memories shouldn't be corrupted, Knock Out said nothing of any injury to cause such a thing."

"Nah, nothin' like that." Thunderhoof replied, leaning forward in his chair again and looking straight at Bumblebee before continuing with a smirk, "I just ain't a snitch, should've looked to Clampdown for that kinda info."

Now frustrated by the other's stubborn behavior, Bumblebee looked to Strongarm. Seeming to get a message from that, she grabbed something from Bumblebee and walked behind Thunderhoof. Smirk fading, the Decepticon turned his head to see what she was up to, only to feel something snap onto one of the tires on his shoulder. Realizing what the Autobots had just done, he turned quickly back to Bumblebee in disbelief, nearly hitting Strongarm with his antlers, to see the yellow Autobot now wearing a triumphant smile of his own.

"Did you just _boot_ me?"

"It's only fair, Thunderhoof." Bumblebee answered, "But you are a wanted Decepticon, and even in your current state you can still transform. We aren't risking that."

Thunderhoof slammed his handcuffed arms to the table, yelling, "You bots have completely immobilized me! What, the handcuffs and busted leg not enough? I can't transform with the cuffs on as it is!"

Bumblebee and Strongarm ignored his outburst, just waiting for him to tire himself out. It didn't take long due to his current state, though he did stomp the floor with his good leg in frustration at one point, and the two Autobots had just barely kept their balance. After that he stopped, leaning down into his arms to rest as he growled something before going quiet. Bumblebee waited to see if he was done with his ranting before walking closer to him, only to stop suddenly as the Decepticon spoke again.

"What if I… chose to give up my faction?"

This took both Strongarm and Bumblebee off guard. Thunderhoof would probably be one of the last Decepticons they'd expect to defect, yet here he was with an apparent change of heart. Despite this, Bumblebee was still rightfully suspicious as he asked, "And why would you choose to do that?"

" _Why?_ " Thunderhoof growled angrily, though his rage proved not to be directed towards the Autobots as he continued, "I saw those snivelin' Decepticons run off! They all left me to get scrapped, and not a single one of 'em came back lookin' for me! I shoulda offlined, and when I saw the doc land by me, when I saw that _badge_ , I expected 'im to turn tail and leave me to suffer. Maybe if I was lucky he'd put me out of my misery, end it quickly. But he didn't. He helped me. An _Autobot_ helped me, where my own supposed allies left me to rust. That's why."

Bumblebee was silent for a moment. Thunderhoof made a fair point, but both Autobots were still suspicious, Bumblebee responding sternly, "If you really wanted us to believe you're defecting Thunderhoof, you'd tell us here the other Decepticons are hiding."

Thunderhoof huffed in return, "And if I trusted you Autobots enough not to stuff me into a stasis pod, maybe I would."

"Why should we trust you?" Strongarm asked, "You're a criminal. I could pull up a list of your crimes right now, just to list why we shouldn't trust you!"

"Crimes or not, you bots don't seem to realize I'd be more use to you awake." Thunderhoof growled, "'Sides, I ain't tellin' you the others' location for my own gain. I don't need 'em turnin' on me when I don't have the strength to fight back, that seem fair enough to you?"

Strongarm crossed her arms, asking further, "But how does that make keeping you awake worth it to us?"

"'Cause I know how to build a space bridge, among other things." Thunderhoof replied, as the two Autobots looked to each other. That seemed to have been a rather crucial detail they had forgotten about the Decepticon. For every violent outburst Thunderhoof could have, he was still terrifyingly clever.

Bumblebee sighed in frustration, "Strongarm, get Knock Out, we're done here for now."

Strongarm nodded, before hurrying out of the room and leaving the two mechs alone. They stared at each other, neither moving nor trusting the other one bit. This conversation had lead them almost nowhere, as neither were inclined to trust the other. Thunderhoof wouldn't be telling them anything about the others anytime soon, whether his defection true or not. And to make matters worse, this supposed badge dropping may have just made trusting each other even more difficult.

"You're not fooling me Thunderhoof." Bumblebee was the first to break the silence, almost growling at the other, "Criminals like you don't change easily, once a con, always a con. It'll take a lot more than a claim to convince me of anything you say. You'll still get punished, so don't think that this will grant you your freedom."

"Wouldn't doubt it, _Autobot_."

* * *

Denny and Russell were both currently speeding down the road in Sideswipe, who had been unnaturally quiet the whole time. The two had needed to go out shopping for food, but Sideswipe had decided it wasn't safe with a Predacon around, and had decided to take the two himself. They had decided to shop light this time around, seeing as how the bot's alt mode wasn't particularly roomy.

"Y'know, we could've just taken the truck…" Denny explained, "It would've given us more room for things, and it couldn't have been too comfortable for you sitting in that parking lot."

"Nope. Not safe." Sideswipe responded, before falling silent again.

It hadn't been hard for the two humans to realize Sideswipe had been spending less and less time at the scrapyard. He'd begun taking any opportunity he could to scout around or just take a drive, occasionally bringing Russell with him. The boy had caught on quite quickly to what the Autobot was doing, or more specifically, who he was avoiding.

Sitting up in his seat, Russell looked into Sideswipe's rear view mirror and said, "You know you can't avoid Sunstreaker forever, right?"

"Wha- Sunstreaker?" Sideswipe skid a bit as he braked at the other's name, before regaining his attention to the road, continuing on normally, "He has nothing to do with this! I just wanted to make sure those preda-whatevers don't go after you! I'm just protecting you is all."

"Protecting us, or protecting yourself?" Russell asked, as his father tried to wave him off.

Leaning over to his son, Denny whispered, "Don't stress him out anymore than needed, you can talk this over later. I'd really like to get back and put the groceries away before the storm starts."

None of them had been paying too much mind to the weather, but it was certainly darker than it should've been normally this time of day. Russell took a moment to glance out Sideswipe's window, and sure enough, the sky was filled with dark clouds.

'Sunstreaker and I have a _very_ complicated relationship." Sideswipe finally responded agitatedly, "It's not worth talking about."

"It obviously is, if it bothers you this much…" Russell muttered, leaning back into his seat to stare out the window.

It was a good thing they were nearly back to the scrapyard at this point. This entire car ride had grown tense, both humans sitting silently, the only sound being Sideswipe's motor as he drove them home. Russell was also frustrated with Sideswipe, but would take his father's advice and wait to talk about it.

Upon arriving to the scrap yard, Sideswipe surprised them both as he stopped in front of the gate and idled. Though they couldn't take a guess how he felt in his alt mode, Russell had a pretty good idea of what the Autobot was thinking.

"Do you really know why I don't want to be near Sunstreaker?" Sideswipe asked, waiting for Russell to nod in response before continuing, "Well, one day when he went out to assist Knock Out, he never came back. I waited for him, but he never even bothered to even contact me. That enough of a reason for you?"

Ah. That would explain a lot really, but the boy wasn't quick to lose hope in the new Autobot just yet, saying hopefully, "Well, maybe he was busy or something. You could always ask him."

"He was gone for a long time, Russell. Face it, he abandoned me." Sideswipe said, finally driving into the scrapyard and muttering, "I'm just returning the favor."

He drove close to where they kept their groceries before opening his doors to let the humans out, not speaking another word. The two unloaded their groceries as quickly as they could in hopes to avoid the eventual downpour, which luckily seemed to hold off a bit longer.

Sideswipe transformed back into bot mode once they'd emptied him, looking around the scrapyard for his brother. He listed off the bots as he saw them, Fixit was typing something at the command center and Drift was meditating with his Mini-Cons, nothing surprising there. Arcee, Bumblebee, Grimlock, and Strongarm were talking together about something, Sunstreaker's pet was harassing Thunderhoof, Knock Out nearby skimming a datapad and ignoring them. Sunstreaker was-

Wait.

"What's he doing here?" Denny asked, motioning in the direction of the disgruntled Thunderhoof, who was trying his best to push Bob away while stuck sitting on the ground with his arms cuffed together. He hadn't paid much mind to the humans until Denny had spoke, but was now looking down at him in disgust. Whether this was specifically directed at him or the Insecticon he wasn't entirely sure.

"Well, we didn't want to leave him in the ship while no one was in it, y'know?" And there was Sunstreaker, coming up behind the agitated Sideswipe and explaining, "He won't hurt you, if that's what you're worried about. Not if he knows what's good for him anyway."

"Shouldn't he be in a stasis pod?" Russell asked, still holding a few bags, "He looks a lot better than when we saw him a few days ago."

Sunstreaker looked back towards Thunderhoof, who had seemed to give in to Bob's incessant attention, "Only externally really. He's still pretty damaged on the inside. A lot of internal mechanisms aren't quite functioning as well as they should by now, and the cables and such in his leg were weakened pretty badly when it got… Well, when it got torn off. He can hardly stand, let alone walk, and Knock Out doesn't want to put him in stasis while he's still recovering."

A crash of thunder suddenly sounded, interrupting Sunstreaker. Both he and Russell took quick notice as Thunderhoof visibly flinched at the sudden noise, the irony of this not lost upon either of them. Though luckily for the Decepticon, the crash had been enough to send Bob flying back towards Sunstreaker for protection.

Putting an arm over the cowering Bob as best as he could, Sunstreaker looked to the sky and said, "Sounds like it might start raining soon. You guys have anywhere to stay dry, or do I have to go back to the ship?"

"You aren't going anywhere, either of you." Bumblebee walked up to the group before anyone got a chance to respond, his words directed towards the twins, "I'm going to take a team out to check the cave we found Thunderhoof at, and we need you to stay here with him and Knock Out."

Sideswipe was taken aback by this, and responded, "What, why me? I'm part of the team, you can't just leave me!"

"You've been distracted Sideswipe," Bee continued, looking between him and his brother, "You need to either explain why, or stay here. Spend some quality time with Sunstreaker or something, you need to settle down for a day or two."

"Ugh, _fine_." Sideswipe groaned, throwing his hands into the air and walking off, "But don't get angry at me when I'm not there to protect you from the predacons!"

Russell watched as Sideswipe left, Sunstreaker and Bob following. He was tempted to sneak after him, but the bags in his hands and the sudden raindrops falling on his head made him decide against that. With a quiet sigh, he went to put the things away, though it didn't end up being much. Denny had gotten to work with organizing what he could while the bots had been talking, so Russell was quick to go back outside to look for them.

He didn't get far, realizing that in such a short time most of the Autobots had already left. Bumblebee's team must've taken off already, and the twins were nowhere to be seen, presumingly having wandered off to somewhere else inside the scrap yard.

The only bots to be seen were Fixit, Knock Out, and Thunderhoof, the former typing away at his computer and talking with Knock Out, and the latter…

He seemed to be cowering from the rain, curled up as best as he could against the shelving behind him. He'd flinch slightly at every clap of thunder, but stayed staring at the ground. He was positioned just right to where the rain wouldn't touch him, and he'd try to back up more whenever a drop seemed to land too close.

Walking towards the Decepticon, but still keeping a safe distance, Russell let his curiosity get the best of him as he asked, "What, are you afraid of a little rain?"

Thunderhoof's body shot up at the boy's words, apparently not having noticed he approached. He looked over the boy in confusion and disbelief. Taking a quick moment to regain himself after the sudden and painful movement, he turned to the boy and asked, "And you ain't? That stuff can tear a Cybertronian up, how're you organics _not_ affected by this?"

"It's just water, it won't hurt you." The boy actually laughed a bit at the other's response. He was so confused, this hulking Decepticon who had chased down him and his father at one point, was cowering from some water falling from the sky. There wasn't a hint of the usual hostility in Thunderhoof's face either, just unwavering concern about the falling rain, and judging by the noticeably dimmed lighting of his eyes, apparent exhaustion. It was both hilarious and a little sad.

Staring down at Russell suspiciously, Thunderhoof questioned, "Water?"

"Yeah, it's that wet stuff all over the place on this planet-"

"I know what it is." The Decepticon snapped back, still unsure on the rain, shifting uncomfortably, "Just never knew the stuff fell from the sky."

"Well it has to come from somewhere, obviously," Russell responded, walking closer to the shelf to avoid the falling rain. Cybertronians knew nothing of Earth's water cycle apparently, and he was beginning to wonder what exactly went on with that planet of theirs, "What, does it not rain on Cybertron?"

"Nah, it rains." Thunderhoof replied simply, finally pushing his uninjured leg out into the downpour a bit, yanking it back unsurely as the water pattered against his hoof. After a moment he seemed to relax a bit, his body loosening up as he stared at the sky, no longer seeming to mind if a few drops hit him, continuing, "But the rain on Cybertron ain't water, it's acid."

"Oh."

That would certainly explain why Thunderhoof had seemed so uncomfortable about the rain, and so surprised about Russell's seemingly ridiculous ability to withstand it. The boy stood there another moment, watching the falling rain quietly. He was finally considering going back to shelter before it got much harder, but a grunt from Thunderhoof brought his attention back to the Decepticon.

He shifted uncomfortably again as he looked down at the boy, muttering, "Usually I'd just ignore you, but since you're here, could you get the doc for me? I'm not feeling quite right-"

"Russell! What're you doing? Get back!"

Russell turned to see his father run up as close as he dared and reach out to him. It was then that Russell realized just how close to Thunderhoof he had gotten. Not nearly close enough for the mostly immobile Decepticon to grab him, but close enough to be _too_ close.

Thunderhoof had noticed Denny's arrival, and without so much as looking towards the new human, held out his cuffed wrists and grumbled, "Wasn't gonna touch him, can't really do much as is. Hurtin' the fawn's no gain t'me anyway."

"But you still implied that you would." Denny muttered as Russell ran over to him, walking the boy back over to Fixit's station. Thunderhoof just shrugged in response, leaning back against the shelf and going back to watching the rain.

Walking up next to Fixit, Denny interrupted his current conversation with Knock Out to ask the jet, "Could you please keep a better eye on your prisoner? He got a little too close to Russell for my liking…"

Knock Out looked back at Thunderhoof, then down to the two humans, sarcastically saying, "Oh, you mean that offspring of yours who _willingly_ walked up to my currently immobile patient? Oh _of course_ , let me just go ask him to sit somewhere else."

The Autobot rolled his optics at Denny's somewhat offended look in response, shaking his wings a bit to get the water off them. Russell, defended both himself and his father, responding, "It's not the Decepticon's fault for once Dad. I saw him cowering from the rain, and got curious-."

"Not a Decepticon, actually." Knock Out interrupted, "Seems old Thunderhoof's had a change of heart, decided he no longer wants to associate with those other savages, and wants to become his own individual savage."

"Wait, he can do that?" Denny asked, "But he's… A bad guy."

"So was Grimlock!" Fixit said, finally finding his place in the conversation.

"Yeah, but Grimlock's nice."

Ignoring the current conversation, Russell looked back out at Thunderhoof. The bot was curled up again, almost swaying, but a sudden noise and a quick turn of his head saw him looking towards the approaching twins. Well, at least they were hanging out together. They seemed to be getting along too, walking up to them and chatting.

A short laugh from Knock Out caught his attention, "Trust me, much less polite bots have dropped their Decepticon faction. Some have even joined the Autobots. It's not exactly unheard-"

Knock Out cut off with a sharp yelp as Sideswipe suddenly grabbed one of his wings from behind to get his attention, Sunstreaker reaching out to stop him. The Autobot jet turned quickly, smacking Sideswipe away, wings flaring out in irritation before falling back behind him again. He then stood there for a moment, bots and humans alike staring at him in concern as the usually flamboyant Autobot now stood with his back against the command center, on edge with wings lowered.

"What?" He growled, trying to ignore everyone's gazes, "Don't you know it's _rude_ to grab a bot's wings without asking!"

 _Thump._

Rather luckily, Knock Out had a distraction on his side. Rather unluckily, it was Thunderhoof. The bot had collapsed awkwardly onto his side, curling up and crying out as his body suddenly shuddered. He stomped the ground as best as he could from his position and cried out in apparent pain.

Well, that certainly wasn't good. Knock Out was by him in an instant, ignoring his initial episode as he flipped Thunderhoof onto his back and held the trembling bot down. Sunstreaker ran over as well, Fixit quickly following behind. Sideswipe and the humans stared unsurely from back at the Command Center, not sure what to make of what had happened. Russell in particular couldn't help but feel bad for the suffering bot, having been asked specifically to get Knock Out for him. Apparently there had been good reason, and he'd forgotten to say anything.

"What's wrong with him?" Sunstreaker asked, replacing Knock Out in holding down their struggling patient as the other bot flipped open the panel on his arm to scan him. It took a moment to get any results, and the readings from the scan weren't good ones. Thunderhoof had seemed to be recovering fine the past few days, albeit slowly, but now his systems were _failing_ , and Knock Out couldn't imagine why.

Thunderhoof struggled again under Sunstreaker's hold. The Autobot tried to talk the other into calming down, but to no avail. Thunderhoof was in pain, and his body was hardly even responding to him now. He couldn't stop trembling even if he wanted to, and he was panicking. Stomping his hoof again in frustration, his voice slurring as he yelled, "Fraggin' hurts!"

Fixit was still nearby, watching the other as he realized something. Thunderhoof's symptoms were familiar, he'd researched this sort of thing just in case of emergency. His fatigue, the uncontrollable shaking, system failure, pain…

"Knock Out, I think I know what's happened!" Fixit yelled to the larger Autobot, "Thunderhoof's been poisoned!"

"Poisoned? By what? Other than us, the only thing he's been in contact with recently…" Knock Out cut himself off. Had there possibly been more than one Predacon? Could Predacons even be venomous? He didn't know, but he knew some things weren't worth risking, and looking back to Fixit he demanded, "Contact Bee's team, now!"

Fixit complied immediately, rolling over to the Command Center and leaving the two larger Autobots to deal with the ailing Thunderhoof. The former Decepticon was still writhing under their grips, continuously yelling out curses and stomping the ground in obvious pain.

"Why would poison just now be affecting him?" Sunstreaker asked somewhat panicked, watching as Knock Out went through his supplies. He eventually pulled out something Sunstreaker identified as a sedative, and grabbing one of Thunderhoof's restrained arms, injected it into the bot. He then tossed that to the side and took hold of Thunderhoof as well.

"Some venom's slow working, but not usually this slow." Knock Out muttered, grip eventually loosening as Thunderhoof's struggling weakened, and his shouting quieted into an unintelligible mumbling. The sedative didn't knock him unconscious, but it did weaken him enough to render his body too weak to struggle hard. He was obviously still in pain, body trembling and venting hard from shock, but Knock Out was unwilling to inject anything else into the bot. If anything, the sedative had at least calmed him down to the point whatever venom was potentially inside him would slow its effects.

Deactivating Thunderhoof's cuffs, Knock Out tossed those to the side as well. The disoriented bot wouldn't be going anywhere anytime soon, and they were just causing him discomfort, something he was already suffering enough of. If Bumblebee or his team had any arguments he could deal with them later.

"Do you want me to tell the lieutenant's team to turn back?" Fixit called from his position at the Command Center.

"No, I need them to not get scrapped themselves is all." Knock Out responded, pausing as a crash of thunder sounded, eyeing his patient as he flinched at the noise, "I need them to find out if whatever in there is venomous, and if it is, I need them to come back with some of the venom. Preferably _not_ inside them!"

"Are you crazy?" Sideswipe yelled over the commotion, but still stayed where he was by Fixit, "If some giant fire breathing bot is sneaking around the cave what luck would they have getting anything like that from it!"

"You have so little faith in Bee and Arcee." Knock Out muttered, before standing and motioning to Sunstreaker to stay put. Walking over to the others, he looked to Sideswipe specifically as he continued, "I need a sample to make an antivenom. Thunderhoof _will_ offline without one."

"Bee and the others are more important than him!" Sideswipe yelled back angrily, before pointing to the aforementioned bot, "He's a criminal! He's tried to kill us! _Friends_ are more important than some irredeemable Decepticon who only claims to be switching sides!"

"Faction doesn't matter anymore, the war is over! I won't let anyone offline because one bot doesn't trust them!" Knock Out yelled, wings twitched in anger. His voice then quieting as he stared down at Sideswipe and growled, "You've got _a lot_ of nerve saying these things to me."

If there was any chance of a continuing argument, it was stopped as Fixit finally contacted the other team. The link was staticy for a moment before Bumblebee's voice could finally be heard.

"Wha- Is something wrong?" He sounded considerably distressed, "I don't think I can handle anything more right now…"

Knock Out leaned over to Fixit's station, demanding, "Bee, we think there may be more than one Predacon! I need you to collect a sample of-"

Sideswipe cut him off, crying out, "Just get out of there Bee!"

"Ah, there's one problem with that… We've only encountered one Predacon so far, but-"

A screech was heard on the other end of the call, interrupting Bumblebee and worrying the Autobots. There was a bit of a commotion, before Fixit did what he could to get Bumblebee's attention again. He took a moment to get back to the call, but when he spoke he sounded much more panicked than before.

"It's venomous! I think it may have gotten Arcee!"

Knock Out's wings dropped, standing in shocked silence for a moment before regaining himself and looking back towards Sideswipe. The young Autobot was now noticeably frightened, but upon seeing Knock Out looking towards him, he turned away.

"Still want to argue against getting an antivenom, Sideswipe?" Knock Out asked, before looking back to the distressed Fixit and requesting, "Ready some stasis pods. I didn't want to put anyone in one, let alone Arcee, but it seems to be the best option if we're to slow the venom's effects."

"Don't bother, I'll get to it." Sideswipe responded quietly, before walking off to where the pods were kept, leaving everyone else to their own duties.

Knock Out watched him go, before frustration got the best of him, his wings twitching in agitation. Dealing with Thunderhoof was one thing, but dealing with both him and someone he cared about was already stressful.

Things just always have to get worse, don't they?

* * *

 **I actually really like Thunderhoof I swear.**


	7. King's Return

**What's up seasonal depression got me bad here's a chapter.**

* * *

"You've been avoiding me, haven't you?"

Clampdown scuttered back at Steeljaw's voice, he'd mostly avoided the wolf after he had returned from the scouting mission energonless, and one pack member short. A pack member considered much more useful than himself, unfortunately. But of course, when stuck on a small half of a prison ship you could only avoid someone for so long.

He straightened up as best as he could, nervously replying, "Ha, h-hey Steeljaw! It's been awhile since we've seen each other, hasn't it?"

"It's been a few days, yes." Steeljaw replied, walking closer to Clampdown and setting a hand on one of his doors, "But y'know who else I haven't seen since your group returned? Thunderhoof. Where is he Clampdown?

"He ah, got attacked by somethin' I think." Clampdown stammered nervously, just getting straight to the truth and hoping what he said sounded believable. He knew Steeljaw would ask sooner or later, and it was easiest to just explain it. "There were these big flying things in the cave and they tried to attack us… One had fire breath, and none of us were risking our spark for that energon after those things threw one of the other cons… Thunderhoof ran in after 'em."

"And he never came out?" Steeljaw questioned, staring down at the other in doubt. He didn't believe him, and Clampdown wasn't really surprised.

"I dunno, I wasn't gonna risk staying to get torn to scrap myself."

Steeljaw thought for a moment, debating on believing his packmate. On one hand, Clampdown wasn't known for being truthful, but on the other, if there was something out there that could take down Thunderhoof… That may just be what he needs. If he could get that thing, he'd have no need for the stubborn and unruly Decepticon with a creature that could tear down the strongest mech in his pack.

Swishing his tail a bit, he turned to the other and asked, "Organic?"

"Nah, don't think organics can breathe fire. Probably something like us."

"Hmm, I'll take your word on it." The wolf con responded calmly, but looked to Clampdown with a more suspicious gaze, "For now. I'll consider what you said, but if Thunderhoof returns unharmed within the next few days, I'll ask him the truth."

Clampdown tapped his claws together as he looked away, muttering, "Aha, fair enough…"

He was waved away afterwards, as Steeljaw went back on his way to continue what he was working on. He had mixed opinions on Clampdown's words, but he had made the rumors seem a little more likely. He'd have to see if he could get off the ship to check out the mine for himself though.

And what better time than the present?

* * *

Entering the cave hadn't been a problem. There were no Decepticons to be seen, nor were there any obvious signs of life outside of it, only spilled energon from the previous fight, now being washed away by the rain. Grimlock and Drift had stayed outside to watch for any possible approaching Decepticons as well. Getting through the cave hadn't been much of a problem either, the remaining three of the team were equipped with lights if needed, though they kept them off so to not draw attention.

But if the large turquoise predacon currently pinning Arcee to the wall with its tail, staring down at Bumblebee and Strongarm was anything to go by, their seemingly peaceful mission had just taken a potential turn for the worse.

"We aren't your enemy!" Bumblebee was crying out, holding his arms out to show he was unarmed, "We aren't here to hurt you. We just wanted to talk."

"I think we may be past that point, Bee!" Arcee yelled from her position. The Predacon had her pinned by the shoulder, the tip of its tail having pierced her frame as it held her against the wall. A painful injury, but survivable. But Arcee had noticed only seconds before it stabbed her that something was leaking from the large bot's tail.

Mech-venom. It had to be.

She had warned the others immediately, telling them to avoid the Predacon's tail to escape being poisoned themselves. Somewhat luckily, it had kept its tail against her to keep her from moving. But it would probably be only a matter of time before the Predacon grew tired of their running and tried to pierce them as well.

"Is there any way to subdue the Predacon?" Fixit asked from over the commlink, noticeably panicked, "It's already injured one of you, and with Thunderhoof's condition I don't think any of us have enough supplies to deal with any more of this!"

"No, it's got Arcee." Bumblebee responded, trying to keep his own worry in control. They couldn't get too close to the Predacon due to its venom, and shooting at or near it wouldn't be a good plan either. They could risk hitting Arcee, or even bringing the cave down on top of them. He could call Drift or Grimlock to distract it, but the Predacon would no doubt hear him if he were to do that. With any luck, one of the two would hear the commotion.

Wait. That gave him an idea.

Taking a quick look back to the Predacon, he then turned to Strongarm and said quietly in hopes the Predacon wouldn't hear, "Turn on your comlink to everyone."

She glanced to him in confusion, but obliged. He then did the same and went back to trying to reassure the Predacon they were harmless, but it just growled at him in response. It was an endless cycle, the Predacon occasionally swiping at them as best as it could, until they heard a very familiar yell.

Finally realizing Bumblebee's plan, Strongarm shouted towards their approaching allies, "Grimlock, Drift, avoid the tail!"

She got no immediate response as Grimlock rammed the startled Predacon, knocking it away from Arcee. Drift followed behind, deploying Jetstorm and Slipstream before stopping to help Arcee away as Bumblebee and Strongarm summoned their prefered Decepticon Hunters and prepared to join the fight.

Only to be interrupted as a roar resounded in the cavern, freezing everyone in their tracks, Bumblebee and Arcee especially. Something about that high pitched roar was uncomfortably familiar. He was caught unaware as the Predacon they were fighting made a noise akin to a laugh, knocking him down with a wing before hopping away from the group and blocking the exit and transforming.

"Now you've done it." She growled with a grin, as bright light suddenly began to form at the other end of the cave, getting brighter very quickly. Bumblebee's optics widened in horror at the approaching light.

"Duck!"

Everyone fell to the ground quickly as the scorching heat passed above them, Grimlock letting out a yelp as his much larger frame was directly scorched by the flames along his back. The Predacon by them also ducked to the ground to avoid the flames, flattening her body to the ground as her friend came running towards them.

The other Predacon stopped within meters of Bumblebee as the flames it exhaled slowly petered out. Bumblebee stayed low to the ground, glancing to his teammates to see if they were alright. Strongarm was quietly reassuring Grimlock, who was a bit singed on his back, and Drift had ducked to cover both Arcee and his Mini-Cons. No one made a move to get up, unsure what to do and surrounded on both sides.

"Lieutenant!" Fixit's voice broke over the comlink, panicked, "Bumblebee! Respond, please!"

Afraid to respond, Bumblebee cursed to himself instead as the Predacon above him huffed hot air onto his back,leaning closer, before saying something in their language. They were all in danger and it was his fault for thinking this plan would work. They were blocked off by a venomous predator on one end, and a fire breathing one at the other. At this point it seemed it was a choice between a slow and painful death, or a quick and probably equally painful one.

"Whataya you mean let'em go?"

Okay, that definitely caught Bumblebee off guard. FInally feeling brave enough, he raised his head enough to finally take a quick look at the Predacon above him, and shot up upon realizing who it was. But it didn't make sense. What was he doing on Earth?

"Predaking?"

"The one and only!" The other Predacon said proudly, before taking on a more disappointed tone and saying, "C'mon though, I already lost our last meal, can't we eat at least one of them? I already got one, but she's less than half the size of the one that got away… I don't know how he even managed to stumble off after I tossed him out. Couldn't've gotten far, slashed him with my tail for extra measure after you tossed him out. Dunno how much I got in him though."

Bumblebee continued to stay silent, ignoring the cries from the other end of his comlink and finally sitting up, motioning for the others to do the same. They were mostly hesitant, with the exception of Arcee, but it seemed the excitement had gotten the venom to flow through her quicker. She was leaning against Drift, who kept hold of her in the hopes of keeping her still. Predaking growled something back at the other, to which her wings flared and she snarled back.

"What? We gotta eat something! You can't expect either of us to survive on just Energon alone, especially not with you like that, you need to eat something!"

"No one's eating anyone!" Bumblebee interrupted, finally standing up to get between the two arguing predators. "Your prey is named Thunderhoof, and he's under our care now, we found him and took him in. That's _why_ you couldn't find him."

"Hey, that's stealing!" The Predacon cried, wings flaring again.

Bumblebee sighed in frustration, not entirely surprised to hear Predaking do the same behind him. He would've argued back, but the still concerned cries of his comlink stopped him. He should probably respond to Fixit, the poor bot was probably starting to glitch out.

"We're fine Fixit." He muttered, agitated from current events, "Alive anyway. I'll have to get back to you on that though."

Fixit did not reply, but a much more agitated Knock Out did, "Good, now if you _don't mind_ , we could really use an antidote right about now!"

Oh yeah, that. He remembered hearing something about an antivenom being mentioned over his comlink earlier, but had been to busy to really do anything about it. He figured now would be a good time to ask, and looking to Predaking specifically he asked, "So uh, since your friend there-"

"Name's Ripclaw."

"-So since Ripclaw poisoned Arcee, could we have a sample of her venom so we could make an antidote?"

"Why should I let you do that?" Ripclaw asked in return, tail swishing. Luckily for Bumblebee, Predaking said something back in return, to which she huffed in annoyance at. Bumblebee was beginning to wish he understood the Predacon's language, but said nothing as Ripclaw continued with a sigh, "We already got an antivenom, Shockwave made some because 'science' of course."

Bumblebee sighed in defeat, "Shockwave's here too?"

"What? Of course not. He's still holed up on Cybertron." Ripclaw explained, "He just figured it'd be smart to make an antidote in case I stabbed Predaking."

"And he… Made you take some vials of the antivenom?"

"No. He gave us the instructions or whatever so we knew how to make one. Because we're smart enough to do that."

Resisting the urge to express his annoyance with Ripclaw, Bumblebee let out another quiet sigh as he asked, "May I please take a look at the antivenom's instructions and tell it to our medic so he can help my friend?"

"I guess." Ripclaw shrugged, before nodding to the grumbling Predaking, "He could probably get it for you, it should be buried somewhere in our horde."

The larger predacon didn't respond, instead just turning awkwardly in the cramped cave space to walk the other way, brushing his tail against Bumblebee to urge him to follow. Turning to his team mates and nodding in reassurance, he then followed. The others still made no urge to move, not at all comfortable being left with the same Predacon that had been trying to offline them only moments ago.

"Did he just.. Leave us?" Grimlock asked, staring up at Ripclaw unsurely. Under normal circumstances he wouldn't have such a problem being left with someone who could put up a good fight, but after seeing and knowing what Ripclaw and Predaking could do, it didn't seem like a great idea.

"I'm sure this violates something somewhere." Strongarm muttered.

Ripclaw huffed, "Quiet down you, I'm not gonna hurt you if Predaking doesn't want me too, even if you did steal my dinner."

"We'd probably all appreciate it if you didn't refer to a fellow Cybertronian as food." Arcee muttered irritably, to which the Predacon growled. Softening her voice a bit, she lifted herself from off against Drift and looked towards Ripclaw asking softly, "But if you don't mind a possibly personal question, could I ask you what you meant earlier? When you said Predaking needed more than just Energon, is he alright?"

Ripclaw wings flared in response, tail readied to strike as she growled, "The state of the king is of no concern to you bots."

"I understand you're protective of him, but if he's not feeling well we have a medic. He could probably help." Arcee responded calmly. Even if Predaking had tried to kill the in the past, he seemed content with them now. It didn't seem right to leave him to whatever might be ailing him.

Ripclaw's growling stopped, and her wings and tail lowered slightly, though she still hesitated to answer. She looked around the cave a bit, as if to see if no one was around, before finally muttering, "He can't transform."

Arcee was silent a moment, that was never a good thing. Predacons may not have started out knowing how to transform, but it was still a natural part of their physiology. If Predaking couldn't transform there was a reason, and she knew for a fact it couldn't be anything positive.

"Do you know why he can't?" She asked, adjusting herself as her body burned internally. Apparently the venom was starting to take hold of her, and it was not comfortable.

"Something got him on Cybertron and then Shockwave sent us here. Neither of 'em will tell me what happened either." Ripclaw explained, then perked up hopefully, "You really think you can help him? He's been a bit on edge since whatever happened."

Arcee nodded, and Ripclaw did a little hop in excitement before transforming back into her beast mode and sitting on the ground to wait for Predaking's return. It was almost cute, ignoring the fact Ripclaw was a giant, venomous, predatory robot of course. Knock Out certainly had his work cut out for him at this point.

Upon thinking of the medic, Arcee fell against the confused Drift and laughed, "He's gonna hate me."

Drift just looked at her in concern.

* * *

Knock Out and Fixit made the antivenom quickly, the former berating Bumblebee the whole time he worked. He was angry at the younger bot for leading his team into danger, for letting Arcee get hurt, for risking their lives with a plan so stupid. His agitation was further worsened when he was told he'd have to check a Predacon for damage. Perhaps they should've waited on that one, and Bumblebee knew the seeker would probably continue to reprimand him later, but right now he was too busy finishing off the antidote.

"Open Thunderhoof's stasis pod." Knock Out demanded, grabbing the larger of the antivenom vials and checking it over. He couldn't do much more than hope it worked at this point.

Strongarm looked to him in confusion, asking, "Shouldn't we do Arcee first?"

"Don't worry Strongarm, Fixit's got me covered." Arcee muttered from her place against Sunstreaker. She had refused to get into a stasis pod, and it had stressed everyone out, most notably Knock Out. He hadn't been quite as agitated with the others until that decision of hers, but at least the agitation made him finish the antivenom quicker.

Now it was just a matter of seeing if they made it _right_.

Strongarm opened the pod unsurely, instinctively putting her hand to her Decepticon Hunter, fully expecting Thunderhoof to react violently. To her slight relief, he hardly reacted at all, stumbling a bit in his pod, still under the effects of the earlier sedative and slow to awaken from his cryostasis induced sleep. Having Grimlock come over to keep the drowsy bot steady, Knock Out grabbed one of his arms and injected the antivenom into him.

"Keep hold of him, I don't trust him not to collapse." Knock Out ordered, turning to Arcee to see Fixit just finishing up with her. Waiting a few moments for the antivenom to activate, Knock Out took out his scanner. He didn't seem too happy with the results.

Concerned, Fixit asked, "Is something wrong, is the antivenom not working?"

"No, it's working fine and I have no doubt Arcee will make a full recovery." Knock Out explained, then motioned to Thunderhoof, "But Ripclaw's venom seems to be caustic. Almost everything in Thunderhoof is reading some level of damage, certain parts more severely than others and that's never a good thing."

"Will he be okay?" Russell asked. He had been with Sideswipe this whole time, sitting with the Autobot quietly. Most had almost forgotten he was there.

"He _should_ live if that's what you're asking." Knock Out explained, looking down at his scanner with wings twitching, "Our kind can heal through some ridiculously severe damage, though not always without cost. Most of Thunderhoof's crucial mechanisms don't seem to be damaged too severely, and if I'm correct his energon loss from before is responsible for it taking so long to reach these, it's still widespread damage. I'll have to take a better look at him when I get him and Arcee to the ship, he may need repairs or even replacements."

Russell just nodded, not sure if the medic bot even saw him.

Putting the scanner away, Knock Out then asked, "Why ask though? Are you actually concerned for a former Decepticon?"

"Ah, well… It just wouldn't seem right to want him to die, y'know?." Russell muttered nervously, "I mean, sure the bots have been through a lot, getting beat by the cons all the time. But I've never actually really seen anyone suffer quite this much or be in so much pain, and I've never seen anyone die, and I… Really don't want to."

"That's a fair enough reason…" Knock Out mused quietly, "I don't think any of us want to see anyone die again either."

Russell went silent after that, and Knock Out walked to Arcee and scanned her over just in case. Like he had mentioned earlier, her damage was minimal. She just needed rest and some fresh energon.

"See, sitting out like that didn't hurt me!" She smiled, though she still continued to lean against Sunstreaker,"Just give me a moment to let the antidote set in, I'll be fine."

"You say that, but you need to rest. It's still strained your systems and I still have to double check you for any other damage." Knock Out replied, not at all convinced by Arcee's claims. Then to the surprise of everyone around him, he leaned down and picked her up, Arcee yelping in surprise.

"What's this about? Put me down, I can make it to the ship myself!"

"I think it'd be easier this way, safer too. Unless of course you'd like Drift to carry you instead? I heard you two got a bit cozy in that cave." Knock Out grinned back, before turning to Grimlock and asking, "Do you think you could carry Thunderhoof back for me again? I can take care of your burns when we get there."

"Uhh, alright." Grimlock mumbled, doing as Knock Out asked. Carefully lifting Thunderhoof, the agitated bot did nothing more than growl in dissatisfaction, too disoriented to fight back. Grimlock walked up to Knock Out, feeling awkward.

"Sunstreaker, I'll need you as well."

Jumping up, the yellow bot looked to his brother and asked, "If you don't mind, could I stay here with Sideswipe? We have some things to talk over."

"Take him with us, I'm going to need you to keep watch over THunderhoof and Arcee if I have to check on Predaking back in his cave." Knock Out replied in disdain. He was definitely not looking forward to that. "Feel free to take the kid with you, if he wants to that is. Fixit?"

Hopping up suddenly, the Mini-Con rolled to the Command Center, "Ah yes, opening a bridge!"

Knock Out nodded in appreciation, before his team walked through the bridge. Sideswipe followed, taking Russell with him. Bumblebee watched them go, waiting until the bridge closed to ask Fixit something that had been bothering him since the mission.

"Hey Fixit, you have access to Cybertron's Decepticon database right?"

"Thanks to Windblade's computers, yes!"

"Good," Bumblebee responded, "Because I need you to look up some things for me."


	8. Wanted

**Slight warning for eye horror in this chapter.**

* * *

 _The halls were always dark here it seemed, lined up with stasis pods of various sizes. Within each was a visible figure of some criminal, all stuck within their own forced stasis. You'd think a place run by Autobots wouldn't be so dark and unwelcoming, but apparently you'd be wrong. Maybe they just hadn't had time to fix the lights yet?_

" _Do we at least know of an empty spot to put these things?" Arcee asked her current company miserably, struggling to push the stasis pod she was currently stuck with, "Whoever's in here is ridiculously heavy."_

" _No, we have to find one." Bulkhead said, then moved away slightly to show off the pod much bigger than the one Arcee was pushing, "Would you rather trade?"_

 _Looking the pod over, she almost considered checking if the bot inside was at least lighter, but instead replied, "No thanks."_

 _They continued on down the dim halls, chatting idly if at least to ignore the depressing atmosphere. Upon finally finding an empty spot in the halls, Bulkhead put his pod against the wall. He offered to take Arcee's, but the stubborn little Autobot refused._

" _Should've let me have that spot if you didn't want me pushing this one." She said._

 _Bulkhead shrugged, letting the little Autobot go, though luckily it didn't take too long to find a place to set that pod either. Looked like they were making it to the end of this hall, and it was mostly empty. Bulkhead took note they should probably memorize where this part of the building was for future reference. It seemed like there were always more and more Decepticons coming back to Cybertron, and therefore more prisoners and more need for space._

" _That's the last of them right?" Bulkhead asked, Arcee nodding in reply as they went on their way. "They really gotta get on with those trials if we keep having to take in prisoners."_

" _That's what the stasis pods are for Bulk, so they can take their time with the trials. There's more important things to deal with on Cybertron than criminals right now."_

" _I can think of way more important things to use materials on than stasis pods." Bulkhead grumbled back, "We could be constructing homes! We could even have some of the less threatening criminals help out, redeem themselves of their crimes and become citizens of their homeworld again? Not every single Decepticon needs to be punished you know, some just chose the wrong side."_

" _Petty criminals or not, I won't trust any 'con easily, whether they claim to be helping or not." Arcee spat, looking around at the pods, "They could all stay in stasis for all I care."_

" _Still bitter I see…" Bulhead sighed, "You don't mean that. There's plenty of cons that'll give up their old ways if you treat 'em right. The vehicons were pretty happy to just help out after all! Just cause Knock Out ditched us doesn't mean everyone would, we just gotta give them a chance right?"_

 _The smaller bot didn't respond. In fact, Bulkhead didn't even hear her following behind. Figuring she had taken a wrong turn, Bulkhead turned around to find her, only to see her staring at one of the stasis pods, an unreadable look upon her face._

" _Yo Arcee, something wrong?" He asked, walking up to her, "Is this pod busted or somethi- Oh."_

 _Bulkhead paused upon seeing who was in the pod, Arcee putting up one of her hands to wipe a layer of dust off the pod. It would certainly explain a lot._

" _Yeah… Another chance." She whispered._

* * *

"Got a minute to talk like you wanted, Sunny?" Sideswipe asked spitefully as his brother walked out of the ship's little makeshift medbay in defeat.

"No. Yes?" He muttered, "Can I take a quick shower or something first I am in _desperate need_ of a cleaning."

"What, dealing with a couple of sick bots too much for you? Gotta pamper yourself first?"

"Thunderhoof hasn't taken to the antivenom well. Or maybe the poisoning and cryostasis mixed? Knock Out says that might could mess him up." Sunstreaker muttered, before looking Sideswipe straight in the optics and saying, "He's purged quite possibly everything he's ever consumed. Do you want to talk to me _now_? After I've _just_ cleaned all that up?"

"Oh, no. Please go clean up." Sideswipe said, putting his hands out defensively, "Just do it quickly. I'll stay here and talk with Russell for now."

Sunstreaker walked off, leaving his brother in silence. Despite what Sideswipe said, he didn't actually talk the Russell, waiting for his brother instead. The boy didn't exactly blame him, but it didn't make the quiet any less uncomfortable. Perhaps it would've been better for him to stay at the scrap yard, but he had really wanted to know for sure if Arcee, and even Thunderhoof, were going to be okay.

Knock Out had checked each of them over again more thoroughly before he had left, confirming that Arcee would make a quick and full recovery. Thunderhoof on the other hand, had likely been damaged too severely to ever function at 100% again without some repairs, though currently Knock Out didn't have the necessary supplies to do so. He'd still survive, but he'll probably be significantly weaker for a while.

"Are you worried about them?" Russell finally asked after a moment, tired of the silence.

"Who, Arcee?" Sideswipe asked, looking down the hall. Arcee had just been sent to her own room to rest. "Of course I am, but Knock Out said she'd be fine."

" _Both_ of them."

Sideswipe growled quietly, looking away, "Why should I be worried about a Decepticon? He's caused us nothing but trouble since he escaped from stasis, we're better off if he doesn't heal right. At least then he'll be easier to take care of."

"That's an awful thing to say Sideswipe." Russell replied, looking up at the Autobot in disappointment.

The Autobot just shrugged and replied, "Well it's true! He'd be much less of a threat if he could never walk right again."

"Wow, that's harsh even for _you_."

Sideswipe yelped in surprise as Sunstreaker walked up, still a bit wet from his quick washing. He stood next to his brother casually, and waved to Russell.

The boy returned the gesture saying, "That was quick!"

"It's all in the name… And not bothering to dry off too well." Sunstreaker laughed back proudly, then turned to his brother, "Y'know, you don't have to be so harsh on someone just because they were a con once. Wasn't it Optimus Prime himself who said something like, 'everyone has the potential for change'?"

"Yeah, well Thunderhoof isn't one of them." Sideswipe huffed, crossing his arms, "He's knocked Grimlock silly, he helped keep Russell and Denny captive, he tried to _kill_ Bumblebee! Why should I trust someone like that?"

Sunstreaker hummed, leaning back against the wall before saying, "Y'know, don't tell him I brought this up, but I have a question for you: Do you trust Knock Out?"

"Of course I do! He kinda raised us from a spark in the dirt, he's got a decent spark in him even with all his attitude, so why wouldn't I?" Sideswipe asked back, before shrugging, "I don't see what he has to do with any of this though, Knock Out's not…"

Sideswipe paused, putting his hands to his face in shame as he muttered, "He _was_ a con…"

He'd only known Knock Out as an Autobot, and he hardly ever brought up the fact he'd ever been a Decepticon, so it wasn't hard to forget the medic bot had been on the enemy's side once. He didn't like being reminded, and Sideswipe had been so stupid as to call another turntail Decepticon with a questionable record irredeemable and not worth saving, right to his face.

Yeah, he was beginning to feel like an idiot.

Russell on the other hand, was all but amazed to learn of this new bit of info, excitedly asking, "Wait, Knock Out _raised_ you? Does that make him your dad or something?"

"Not even questioning the whole Decepticon thing, huh?" Sunstreaker said in amusement, before shrugging, "I mean, I guess by human standards you could consider him that. He was the one in charge of us when we were first forged, so it counts I guess. Just don't ask us who 'Mom' is, because we don't quite work like you humans do. One bot taking care of a young one's enough. Even if there's two."

"Grimlock was a Decepticon and Thunderhoof's gone neutral, so it's not hard to think someone else has ever switched sides. It has to have been a while ago after all." Russell explained, before tilting his head curiously and asking, "Wouldn't Arcee count as your mom? She and Knock Out seem pretty close."

Sunstreaker just laughed, and even Sideswipe sniggered from behind his hands. It was a fair argument, after all the boy didn't really know much about the two older bots. That didn't stop the concept from being absolutely hilarious to the twins though.

"I'm pretty sure they still hated each other then, he'd actually only just became an official Autobot when he took us in. He was _Megatron's_ medic, worked right under the crazy warlord himself!" Sunstreaker replied, before lowering his voice and saying, "But ah, don't tell him I told you any of that. I don't think he'd want anyone to know."

Russell nodded, Sideswipe beside him pulling his hands off his face and asking, "Okay, a few bots have had a change of heart, but what makes you so sure Thunderhoof's being honest? What makes you think he won't turntail back to the Decepticons the moment he's healthy enough to fight us off?"

"Well, throwing aside Prime's words of wisdom, I've heard Knock Out say something that might apply to ol 'Hoof pretty well. He's been in stasis for a long time after all, since the early days of the war in fact, and everything he gloats about is nothing more than a stain somewhere on Cybertron's surface at this point."

"So what you're saying is he won't go back to them because his old home is gone? What does that even prove?"

Sunstreaker rolled his optics and said, "No, what I'm saying is that people are more likely to be convinced to change when they learn they have nothing left."

Whether Sideswipe had anything to say in response, Sunstreaker and Russell would never know, because at that moment Sideswipe seemed to get a message on his comlink. He sighed in relief at the distraction from the current discussion, but still seemed to consider ignoring the call. A somewhat disappointed look from Russell convinced him to answer it.

"What do you want Bee?" He asked impatiently, leaning against the wall, "Didn't you tell me to spend some quality time with Sunstreaker? Because I'm kinda doing that right now."

Apparently Bumblebee had set the link to just Sideswipe, because Sunstreaker made no indication he heard any of it. In fact, Russell noticed he seemed to grow quite nervous as the conversation went on.

"Yeah, of course we're fine! Russell's right here with us, there's nothing to worry-" Sideswipe paused as Bumblebee seemed to interrupt him, and both Sunstreaker and Russell took notice of his sudden concern. After a moment, he turned to Sunstreaker in particular and said, "I'll have to get back to you on this, Bee."

He hung up his call, and then walked right over to where the other two were and stood between them. Sunstreaker backed up a bit in worry, which only increased as Sideswipe held out a hand to stop Russell from getting any closer to him.

"Sideswipe, what're you doing?" Russell asked, as the bot blocked him, "What's going on?"

Ignoring him, Sideswipe instead jabbed his brother's chest and demanded, "Why are you in Cybertron's prison database?"

Raising his hands defensively, Sunstreaker cried, "Hey, we both got into a lot of trouble back on Cybertron! You're in there too after all."

"No, why are you in the database for _leaving the planet_?"

This time Sunstreaker stayed quiet. He was pinned to the wall by his brother, and he knew there wasn't much he could do to avoid answering the question. Seeming to think over what to say carefully, Sunstreaker sighed in defeat and slumped against the wall, asking, "Okay so, y'know how you think I abandoned you?"

"Yeah, it's kinda haunted me for quite a while."

Sunstreaker looked away guiltily, muttering out, "Well, I had a reason to not call or anything. I was put in stasis."

Sideswipe's glare faltered, and his hand and voice lowered as he asked, "What did you do Sunstreaker?"

"I defended Knock Out. They were taking him in just because he was a former Decepticon." Sunstreaker explained, guilt slowly turning to anger, "I couldn't let them. He's not a con Sides, not anymore, you know this. I had Bob distract the officers and we tried to get away but we couldn't. I know it was stupid, but I couldn't let them take him, I couldn't let them-"

Sunstreaker cut himself off, shooting upright from where he had been slumped against the wall and shouting, "We have to find him before Bumblebee does! If he found me in the database, I know he found Knock Out!"

Grabbing his panicked brother by the shoulders, Sideswipe tried to calm him, demanding quietly, "Sunstreaker, _wait_. What about Arcee and Thunderhoof? You're a medic in training right? You can't leave any patients who're at risk of something going wrong right?"

"They'll be fine!" Sunstreaker cried, struggling in his brother's grip. He was still frantic, his brother's attempt to make him focus on his work failing on him. "Knock Out's _family_ , Sideswipe! I won't let anyone put him into stasis, especially not for something so stupid!"

Finally breaking free, Sunstreaker ran to the ship's entrance. Sideswipe went to follow, but upon remembering Russell he stopped. The boy looked confused and worried, but had said nothing during the twins' confrontation. Sideswipe allowed Russell onto his hand before lowering him to the ground. He considered taking him with him, but upon remembering the Predacons he thought better of it.

"Get Arcee for me, you remember which room she's in right?" He asked, quickly glancing to where his brother had ran off to. Upon the boy nodding in confirmation, Sideswipe ran after his twin. Hopefully Russell wouldn't be too upset about being left again.

Upon exiting the ship, Sideswipe transformed and sped off after his brother. He knew he was going to the cave, and he had to make it there before Bumblebee. He had to explain everything, he had to stop Bumblebee from locking his brother and Knock Out in stasis pods.

Making it to the edge of the woods, Sideswipe turned into the road and sped up. The roads were empty thankfully, so he had little to worry about and made it to the cave in record time. There were tire tracks in front of it, Sunstreaker's and a few other vehicles, but none were Bumblebees, at least not yet. But Sideswipe could now hear the familiar sound of the yellow bot's engine as he came speeding towards the cave.

Running in, he narrowly avoided colliding into a noticeably agitated Ripclaw. She called for him to stop, but he kept going. He passed by small dried puddles of energon and scraps of armor, no doubt from Thunderhoof's earlier fight with the Predacons. But he ignored them too, running even faster as he heard Bumblebee's engine again, the yellow bot finally catching up with him.

"Sideswipe, get back!" He yelled, transforming into robot mode and tackling the other to the ground, "What are you doing? Knock Out's a _criminal_."

'So was I!" Sideswiped yelled, transforming and driving on with Bumblebee still clinging on, "But I'm still free, so I'm not gonna let you throw anyone I care about into stasis pods!"

"Ack, Sideswipe! What're you- Sunstreaker's a wanted criminal, so is Knock Out! Cybertron's looking for them!" Bumblebee shouted. He was holding onto Sideswipe as best as he could, but he could feel his grip slipping. In an attempt to calm the other he added, "I'm not going to put them into pods, not unless they did something that warrants it!"

Sideswipe ignored him, transforming and breaking quickly as he nearly ran into Predaking, throwing off Bumblebee. The large Predacon was growling at something, and the two of them quickly ran around him to see what. Sunstreaker stood beside him, a fearful look on his face as he stared at what the other was irritated with.

"Come to join the party, Bee? And to think I was just getting started."

Steeljaw. He looked at the others in amusement, pinning Knock Out's against the wall by his head with one hand, the other with claws set dangerously close to where his wings connected. Energon leaked from the right side of his face, apparently already having fallen victim to the Decepticon's claws.

"Let him go Steeljaw, he's not involved with you like we are!" Bumblebee growled, holding out an arm to stop Sideswipe from running up to the Decepticon.

"I'll have to think it over." Steeljaw mused, biding his time by plucking at an exposed wire on Knock Out's back. The bot twitched in discomfort at the motion, but said nothing. "Perhaps we could do a trade? I'm missing one of my pack members, as I assume you're all aware, so how about Thunderhoof for your little friend here?"

Despite his predicament, Knock Out was the one to respond, "That's going to be pretty hard to do, considering he's _supposed_ to be under strict medical care at the moment."

Sunstreaker looked away for a moment, ashamed of himself for leaving, but turned back as Knock Out let out a cry of pain. Steeljaw had slammed his head against the wall, and the medic bot went quiet again for a moment as the other yelled, "You've had him for _days_. Whatever was ailing him should've cleared up enough to let him return!"

"He had his chest torn open… Leg torn off…" Knock Out growled, the large Decepticon snarling back quietly as he continued, "Had a caustic material run through him for all those days… You think that'll heal that quickly?"

"Quiet!"

Steeljaw plucked the wire on Knock Out's back again, this time nearly severing it. Knock Out squirmed in discomfort at the new injury, Energon now trickling down his back. He stopped as Steeljaw slammed his head against the wall again and shouted, "Where are you keeping him? Give me his location or I'll take your friend with me instead, and I promise you he may not make it back- What is that _noise_?"

Whatever noise Steeljaw had heard, the Predacons had picked up as well, because just then Ripclaw came barreling into the room shouting to take cover. She skid to a stop in front of Predaking to shield him from something right as the Autobots finally heard the approaching squeal. Bumblebee and Sideswipe both jumped back as a familiar Insecticon came flying down the tunnel, straight towards Steeljaw, an equally familiar little Autobot riding on her back.

"That's my girl!" Sunstreaker cheered at his pet as she tackled Steeljaw immediately. Arcee jumped off upon impact as the Decepticon was forced to drop Knock Out, the Medic bot falling to the ground with a clang. He lay there a moment, dazed and confused, before Arcee helped him sit up.

Bumblebee took out a pair of handcuffs, shouting to the Predacons nearby, "Hey Ripclaw, mind lending a hand? No venom though!"

"Peh! You're no fun!" Ripclaw huffed, but tackled Steeljaw away from Bob, to which the Insecticon slapped him back. The two bots kept knocking him back and forth between each other, Steeljaw trying and failing to stop them. Eventually they stopped on their own, leaving Steeljaw to sway dizzily as Bumblebee came up with his cuffs.

But Steeljaw regained himself quickly, managing to swing his body enough to smack the cuffs out of Bumblebee's hands with his tail. Transforming, he swerved around Bumblebee and the large bots surrounding him, making a getaway for the exist. He didn't get far however, as Predaking took his turn to fight back and whacked his tail against Steeljaw, slamming him into the wall. He didn't move again this time, seemingly knocked unconscious, still in his vehicle mode, by the hit.

"See how you like it…" Knock Out muttered, holding a hand over the leaking side of his face. Arcee went to grab it to check his injuries, but Knock Out pulled himself away. But she remained stubborn, and eventually he gave in and allowed her to hold his face as she assessed the damage, though he still didn't make eye contact with her. Sunstreaker and Sideswipe ran up as well, but upon seeing Knock Out's injuries Sideswipe looked away.

Steeljaw's claws had cut deep into his face, but even Arcee knew it was repairable, though Knock Out would likely complain about the way he looked. His helm was cracked in places as well, no doubt from it getting beaten against the wall, but that wasn't what caused Arcee the most concern. It was his optic, it was practically shattered, leaking energon and flickering dimly. That was a bigger concern, and no doubt extremely painful, but Knock Out showed no evidence of being in obvious pain. He did seem a bit dizzy though, possibly having suffered some sort of concussion.

"It looks dreadful, doesn't it?" He asked tiredly, paying no mind to Sunstreaker as he took over looking instead. Knock Out kept trying to cover his face, but Arcee kept hold of his arms so Sunstreaker could look him over better. The medic bot was noticeably irritated with his predicament, but he said nothing.

"Can you even see?" Arcee asked in concern, to which Knock Out shook his head.

"It should be replaceable." Sunstreaker assured. He wasn't sure if they had the supplies to do so, but he knew it was worth trying. They had to at least clean the injury, anything getting inside could cause more damage and risk ruining Knock Out's sight for good. No help it was already cracked, and had possibly gotten shards where they shouldn't be.

"Ack!"

The group looked over just in time to see Bumblebee get knocked over as Steeljaw sped away the moment the yellow bot got close. Ripclaw ran after him snarling and tail poised to strike, Bumblebee made motion to stop her but thought better of it. He probably wouldn't be able to catch her, and he had more important matters to deal with.

"Faked again, huh?" Sideswipe asked, laughing nervously as Bumblebee approached them. The yellow bot seemed none too happy at the group.

"Knock Out," Bumblebee addressed the medic first, showing strong suspicion as he held the cuffs at his side, "You and Sunstreaker were in the Cybertron Criminal Database, any reason why?'

"Because Cybertron can't seem to acknowledge the fact a Decepticon can switch sides." Knock Out said calmly, finally standing up despite Sunstreaker's efforts to keep him down. He seemed to sway a bit as he grabbed his head, but recovered quickly as he pushed the other away and explained further, "Sunstreaker was just trying to protect me. Leave him out of it."

Bumblebee looked at Knock Out somewhat sadly and said, "I _can't_. You both escaped, you're both wanted criminals. Whether or not you claim you're innocent, Sunstreaker still attacked a guard, you still have a questionable record at best, and both of you _somehow_ escaped a heavily guarded building full of stasis pods. No one knows how you even managed to do that."

Knock Out and Sunstreaker stayed quiet, the former looking away as if he knew something. Bumblebee walked closer to him, but was stopped as Arcee stepped in between the two.

"It was me, Bee." She said, "I broke Knock Out and Sunstreaker out of the prison."

Knock Out looked to the smaller bot like she had lost her mind, "Arcee, you don't-"

Arcee shushed him, Bumblebee staring at her incredulously as she went on, "If you're taking them back to Cybertron in stasis pods, you better be ready to take me too."

Bumblebee continued to stare at Arcee in disbelief, but this time managing to ask, "But why?"

"Because Knock Out doesn't deserve it!" She shouted, "Knock Out went through too much trouble to prove he really was loyal to the Autobots, Loyal to _us_! He's done things to prove himself, Bee, and I'm not giving up on him! I'm not…"

Arcee stopped her yelling to vent slowly, calming herself enough to say, "I'm not giving up another partner."

"Arcee…"

Bumblebee went quiet, watching as Knock Out made an effort to calm the smaller bot down. He knew he couldn't let Arcee go just because she was a friend, but he also knew that arresting her and Knock Out really did unfair. She had a point, Knock Out had made an effort to prove he truly wished to switch sides. After all, Bumblebee had even been one of the first to befriend the former Decepticon. Heck, he's befriended another since then.

Actually, speaking of which…

"Okay. I think I have a way to work around this problem, at least for now." Bee explained with a small smile, Arcee in particular looking up at him worriedly as he continued, "We have another former criminal on our team. Grimlock, he was onboard the prison ship when it crashed."

"I'm aware. It was in the datapad you gave me." Knock Out said, "What does that have to do with anything?"

"Probation." Bumblebee elaborated, "I can use that as an excuse to keep you out of stasis pods for as long as I can. It's not a set solution, but it'll work for now."

Arcee smiled, "Thank you Bee-"

"But," Bumblebee cut her off, turning specifically to Knock Out and saying, "I need you both to explain things to me. This is about more than just Knock Out and Sunstreaker's escape. You're hiding something still, specifically your alt mode change. I never say you as someone to give something like that up so easily."

"Fair enough…" Knock Out muttered. It figured Bumblebee would realize his lie about his alt change eventually. Putting a hand to his injured optic again he asked, "But can we get this settled first? And I think I may have found the problem, but I still need to finish checking over Predaking as well…"

"Forget Predaking!" Sideswipe suddenly shouted, the nearby Predacon huffing in annoyance at his attitude and Knock Out flinching at the sudden noise. He ran over to Arcee and asked fearfully, "Where's Russell? Did you leave him in the ship with Thunderhoof? How stupid could you be?"

It was Sunstreaker's turn to express his annoyance, explaining, "I already told you, Thunderhoof isn't going anywhere."

True as it may be, Sideswipe was still worried. The boy probably wasn't in any danger, but it would probably be best to get back to their ship. Knock Out needed repairs and rest, and even Thunderhoof probably shouldn't be left alone in his current state. Bumblebee figured it would probably be best to go back.

He was about to give the order to return when he got a call on his comlink. He answered it quickly, "Everything's good here, is something-"

"Ah, Lieutenant, we have a bit of a situation…" Strongarm interrupted him on the other end, "Fixit's scanners detected a Cybertronian ship. Drift and I thought to check it out, but there seems to be a problem."

"And that would be?"

"It landed close to Arcee's ship sir. We assume they'd detected the ship but there's a bit of a problem…" Strongarm trailed off a moment, before continuing more urgently, "It's a Decepticon ship. I need to ask you if Drift and I could investigate."

Now fully concerned for Russell's safety, Bumblebee said, "Please do. And when you're finished please retrieve Russell, he's still on their ship."

"Of course sir!"

She ended the call, and Bumblebee did his best to regain his composure as a brave leader. Russell would be fine. Whoever was in that ship was probably lost or just getting supplies, Earth was a common stop for Cybertronians after all. It probably wasn't even being piloted by a Decepticon, they probably just forgot to paint over or remove the emblem.

The others still looked at him with concern, Sideswipe especially, but he waved them off saying, "It's probably nothing, but we should go back to the scrapyard for now, just in case. Fixit should have the tools to fix Knock Out."

He could only hope he was right. He'd certainly had enough trouble for one day, they all had.

* * *

 **Great job Bee, you probably just jinxed everyone.**


	9. Pick your Poison

**You know I keep a doc of all the bits I cut out of my stories and seven pages of that are from this chapter alone I hope all that work is worth it.**

* * *

 _Arcee snuck along the corridors quietly, carefully avoiding the occasional camera in each hall. Luckily they were few and far between, as only a select few even knew about where they kept the stasis pods. Even fewer were foolish enough to free whoever may be trapped inside, risking being imprisoned in one themselves._

 _But for the sake of someone who didn't deserve it, Arcee would be taking that risk._

 _She made it back to where Knock Out's pod was, wiping a bit of frost off the glass to see his stasis locked form inside. He looked almost peaceful, like he was just in recharge. But really, it was nothing more than a deathless sleep._

 _She had wondered where he had gone, none of the others knew. They had grown to be hesitant friends, working together to rebuild Cybertron. Both had lost someone they were close to, and Knock Out had found comfort in just having someone else to talk to. She thought he'd abandoned her, and she had been angry. She had opened up to someone again only for them to leave. But she was wrong._

 _She extended the blade on her arm, backing up and poised to strike when she noticed the pod beside him. Sunstreaker. Another bot that had gone missing. Another Autobot. Knock Out's assistant and the closest thing he had to a family. She couldn't let him stay in here too._

 _With a quick motion, she cut the lock on each pod, the doors cracking open and letting out a hiss as they released the Cryogas inside. Sunstreaker stumbled out first, rubbing his head in confusion. Knock Out stumbled out a moment later, and Arcee suppressed a gasp upon seeing him. Sunstreaker looked at him shocked as well._

 _No longer was he the well polished sportscar she'd known. Various bits of his frame had been replaced, and not at all professionally. His doors had been removed, leaving his arms bare. The wheels on his back were all but gone, obviously torn away and now replaced by a crude set of seeker wings. And though he'd never worn one before, a Decepticon badge was scratched into his chest, deep enough to be crusted with dried Energon._

" _Knock Out… Are you alright?"_

" _Arcee?" Knock Out muttered in confusion, flinching back as she reached for his arm. It took him a moment to even notice his own ruined body, but when he did his optics widened and he looked down at himself in horror before looking back to Arcee fearfully._

" _What happened to me?"_

* * *

Thunderhoof awoke sore, confused, and with an awful taste in his mouth. He remembered talking with the human child and then being hit with a sudden and agonizing surge of pain. Most everything after that was pretty fuzzy, but he was sure someone was yelling somewhere. All he knew is that he was now in a dark room, lying awkwardly on his side with a monitor attached to him.

Great. Back to being mostly helpless.

He shifted onto his back, not entirely comfortable with having been positioned on his side, one antler hanging off the top of the berth. The movement was painful, but for the most part, tolerable. Giving himself a moment to rest again, he eventually forced himself to sit up, disturbing his ailing body enough to throw him into a fit of coughing. It was only worsened as he realized he was coughing something up, and upon wiping his mouth with his hand did he realize he was hacking up his own Energon.

Cursing silently to himself in annoyance, he shook his hand to get the offending liquid off. This was not a predicament he would've ever wanted to be in, especially not _twice_.

"I, uhh, don't think you're supposed to be up yet."

Thunderhoof jolted in surprise at the sudden voice, before doubling in again at the sudden movement and coughing again. _Primus_ did everything hurt. He sat there a moment to calm himself before glancing up to see who had spoken.

The human boy. Nothing to be worried about.

"Nothing's gonna keep me down for long kid." He said between intakes. His body was overheating from stress already, and it was desperately trying to put his temperature back to normal. Still confused about what had exactly happened to him, he asked the boy, "How'd I end up back in here anyway?"

"I…" The boy, Russell he believed, faltered, likely a bit scared at being in the same room as Thunderhoof, before responding, "I guess the Predacon that attacked you was venomous?"

"Of course it was." He grumbled, sitting back up. He looked around the room somewhat curiously before carefully swinging his legs over the side of the berth. No one else was around, and it was a bit strange that the boy would be around without any Autobots. Taking a moment to stretch his injured leg, he asked, "Where's the doc?"

Russell didn't answer, and a quick glance at him showed Thunderhoof that he was obviously nervous. He took that as a sign the kid was probably here on his own, a surprisingly stupid move for the Autobots, but one that didn't bother Thunderhoof in the least. He considered leaving the place, but a casual roll of his wheels reminded him he was still booted. Though, there were always other ways to escape…

And then much to the tiny human's fear, the large bot slowly slipped off the berth and onto the ground, gently and with uninjured leg first. He could stand, but only if he kept most of his weight on his uninjured leg, though he still leaned against the berth.

"Wh-what are you doing?" Russell asked nervously, slowly backing away.

"Same thing any self respecting bot would do when captured by the enemy, _escaping_." Thunderhoof replied, not even bothering to look at the boy as he started working on removing the monitor lines attached to him.

"What? You can't do that!" Russell shouted, doing his best to hide his fear. This time Thunderhoof bothered to look down at him as he continued, "You're still _sick_. The Autobots will find you before you even make it out of the woods!"

Finally removing one of the lines from his arms, Thunderhoof responded, "Yeah? Well I'll be scrapped if I don't at least try."

Russell backed away more, considering to run to another part of the ship so he didn't risk getting kidnapped by the injured mech in his escape. Thunderhoof may not have seemed too interested in him at the moment, but he wouldn't put it past him. He had nearly made it to the cracked door when the ship suddenly lurched.

Already unstable, Thunderhoof lost his footing and fell to the ground with a crash at the movement, taking down some of the machines he was still attached to as he fell. Russell just barely managed to keep his own footing, crashing into the wall instead. Thunderhoof sat up slowly, coughing again from the sudden shock to his body, and clutching his arm where one of the lines had been torn from him.

Energon dripped from his mouth, but that didn't seem to bother him as he yelled, "What in The Pit was that?"

Russell hoped it was Sideswipe or Sunstreaker, at least one of them should have the sense to come back and get him right? Arcee had gone on without him, she had raced off and gotten Bob without so much as offering him a ride home. He peeked around the cracked door and saw nothing, but heard a noise he couldn't place.

Thunderhoof on the other hand, seemed to know exactly what it was. He perkered up curiously at the noise, and made an effort to get up, grabbing the medical berth in an attempt to stand. He gave up quickly, opting to kneel instead as the sound, the _voice_ , approached.

The door was pushed open, and Russell stumbled back as another Cybertronian he didn't recognize walked in from above. She resembled a spider, black and purple with six legs clinging to the ceiling. Russell assumed she was another Alchemor prisoner, but from the slight confusion on Thunderhoof's face, he wasn't sure. Then again, what were the chances he'd know them all anyway?

"Seems there really was someone of interest on this ship, just not in our best interest." She said, jumping to the floor and approaching Thunderhoof. She inspected the confused mech, and leaned over him to wipe a bit of Energon from his arm, inspecting it as she continued, "You are looking rather rough though, it'd be a shame to just let you go to waste..."

Thunderhoof pushed her away, doing his best to stand as he growled, "Whatever you're planning, drop it. Wouldn't take long for me to take you out."

"Ohh, feisty one aren't we~" She grinned, but backed away as Thunderhoof finally managed to stand and tower over her. "But if you must know, I'm here for information about the owners of this ship."

Thunderhoof huffed in annoyance at her words, saying, "An' what do you expect me to know? It ain't my ship."

"Maybe not, but you may know its owners, correct?"

The mech in front of her was silent for a moment, before he eventually asked, "What's it matter to you?"

Thunderhoof's hesitance told the spider all she needed, that he knew but didn't want to tell. He avoided looking at her, glancing around a bit, before setting his optics on something in the corner for a moment. The spider glanced over as well, and to her delight saw none other than a little human hiding behind the berth, peeking around the corner. He didn't seem to notice that the spider had seen him, which was all well and good for her. The large mech in front of her on the other hand, showed the slightest bit of concern.

How cute, it seemed the big tough mech had a soft spot for a cowering human.

Needless to say, the boy was certainly uncomfortable with the situation, but also curious, continuing to watch as the Cybertronians eventually went back to talking. He had grown so used to the bots speaking English, it never even occurred to him they'd obviously have a language of their own. It sounded eerie, mechanical and unnatural, and it was hard to believe a species that spoke in such a way could speak English almost instantly. But their facial expressions were still readable, and some of the things the other said seemed to concern Thunderhoof. He eventually said something back aggressively, but the anger quickly faded away as the spider turned her head in Russell's direction and smiled.

"Your human pet is quite the cute one." She said, reaching for Russell and speaking in perfect English. The boy yelped and ran around the berth, trying to avoid the monitors Thunderhoof had knocked down earlier, but stopped as he realized he had nowhere to go. The spider tried to follow, but Thunderhoof slipped a leg in front of her to block her off.

"That ain't yours." He growled.

"It's not really yours either, I'm sure." She huffed, but leaned away. She was silent for a moment, looking around the room and then glancing out of it. There seemed to be no sign of anyone else around, but she still asked, "Are you alone?"

Thunderhoof didn't answer, just staring down at her in annoyance. It seemed he was beginning to think of her as nothing more than a pest, and she felt the need to change the way of things. She approached him again, crawling up his frame a bit, whispering something in their language. Something that disgruntled Thunderhoof, and he tried to push her off again. Seeing how he still wasn't willing to tell her anything, it seemed as good a time as any to do what she had hoped to do in the first place. It was always easier without witnesses.

Leaning up towards Thunderhoof again, the mech let out a growl as she purred, "Now I wonder what _you_ taste like."

And then her face split open.

Thunderhoof yelled out in a mix of fear and disgust, kicking her away as hard as he could with his injured leg and slipping to the ground again. She slammed against the wall, while he landed hard on his back, momentarily stunned as pain coursed through him. He then transformed in a rush of panic, engine revving loudly. He was still blocked by the boot, but did his best to ram her.

To his surprise, the boot broke instantly. It took only a moment of realization to figure out they'd probably just used an Earth contraption on him, and there was no reason for anything strong enough to restrain a Cybertronian to be used on an Earth vehicle.

How ironic. Deceived by _Autobots_.

He rammed himself against the spiderbot as she made another lunge at him, driving her into the wall. His handling was a bit off, one wheel a bit slower to respond than the others due to being a part of his injured leg, but a much easier way to travel. He transformed back to bot mode a moment, doing his best to kick the spiderbot again for extra measure. He stumbled to the ground, pain from his leg and the discomfort of his stressed frame disorienting him a bit, but he managed to focus long enough to remember the tiny human near him.

"C'mere kid!" He yelled at Russell, the boy was just out of his reach, having watched the fight in a mix of fascination and terror from his hiding place. He looked up at Thunderhoof unsurely, but jumped as the mech transformed back to his vehicle mode and shouted, "It's me or Spider Glitch!"

An obvious choice, Russell scrambled over to Thunderhoof without so much as a second thought, climbing up on one of his seats as the tractor slammed his door and raced out of the room and down the halls. He could only hope the spider would be out long enough to make good distance. Something just wasn't right about her.

"You alright kid?" Thunderhoof asked as he escaped the ship. The boy had curled up on his seat, and made no effort to move or respond. Realizing the boy was probably scared witless, Thunderhoof sighed, "Relax, I'm not gonna hurt you."

The boy said nothing, and Thunderhoof accepted the silence for a moment. He had more important things to focus on than a rightfully distrustworthy human, like not passing out. The short fight with the spider had given him a rush of adrenaline for a quick moment, but it was already wearing off, the pain and dizziness returning worse than before. He just had to make it far enough away and hope the freak wouldn't follow.

Letting out a grunt, Thunderhoof eventually said, "Look, I know you don't like me, and I ain't too fond of you, but I need you to talk to me. I'm tired and dizzy, and it's much easier to keep focus when someone's talkin' to me, alright?"

"Fine, Why'd you do it?" Russell asked after a moment, surprisingly brave enough to question the former Decepticon, "Why'd you save me when you could've gone on your own? Is it so you could take me to your Decepticon friends?"

"What, and spend another century in a stasis pod?" Thunderhoof asked with a huff, "You were right kid, I don't have the strength to make it back to the Decepticons, best I can do is stay on the Autobot's good side, and keeping their pet safe is a good start."

"I'm not their pet!"

"Right, _friends_." Thunderhoof muttered back sarcastically, "Can't see what the Autobots see in your kind."

"Respect, that's for sure." Russell huffed back, crossing his arms.

"Trust me, if you knew what I knew you'd respect 'em a lot less." Thunderhoof assured. His tires seemed to slip under him and he swerved a bit on the road, but he continued on slower. With any luck the spiderbot had been knocked out by his kicks and hadn't followed them. He was hoping so, because he was beginning to have a harder time focusing. Luckily they had made it to a road, so there was less to run into.

Shifting uncomfortably from the rising heat in Thunderhoof, Russell asked, "What do you know about them?"

"Urgh, nothin' I wanna talk 'bout…" Thunderhoof mumbled, swerving a bit again to keep himself on track as his injured side faltered. He felt Russell grab at his dashboard to steady himself. "Just, keep talkin' t'me alright?

"I think it'd be best if you parked for a minute, you're too warm." Russell said, concerned for both himself and Thunderhoof, "You're hurt and sick. You need to stop."

Thunderhoof just growled back, continuing on a bit smoother. It wasn't until another car finally came down the road and honked its horn did Thunderhoof swerve again, letting out a cry of alarm as he failed to right himself. True to Russell's fears, Thunderhoof seemed to have succumbed to mild delirium, and his engine roared threateningly at the car as it zoomed past and he barely avoided it.

"Thunderhoof, please! Calm down!" Russell cried, grabbing onto the tractor's seat to avoid getting tossed around. Thunderhoof tried to obey, but his current state wasn't allowing him. He attempted to right himself again, but got a little too close to the edge of the road and tumbled into a ditch.

* * *

On one hand, a passing Cybertronian ship shouldn't be too big of a deal. Earth was a common stop for Cybertronians due to the Energon stores buried around, and most knew better than to reveal themselves to natives of any planet. It was common sense really. On the other hand, having a huge Decepticon logo on your ship doesn't exactly make you seem trustworthy.

Honestly, all this was making Strongarm somewhat overwhelmed. She was trying her best to focus on the current mission at hand, but too much was on her mind. They already had to deal with an entire Decepticon outbreak, one of which was a chronically ill and aggressive Cervicon they weren't allowed to contain, and now the fact that Autobot war veterans were criminals?

It was unbelievable. Sunstreaker didn't surprise her, Knock Out she knew nothing about, but Arcee? She had looked up to her, and the fact she had possibly been working with them… She didn't know what to think.

Though, she didn't have much time to think as Drift braked suddenly, something catching his attention. They were nearly to the ships, but Strongarm braked as well to see what had distracted him, and was at a bit of a loss of words when she saw.

"Okay, break's over, get up! You can't just lay there forever!"

A familiar blue tractor halfway in a ditch, and an even more familiar child by his side, leaning against him, and banging on his door. Thunderhoof did nothing at the nuisance and just mumbled something incoherently.

"Russell? What're…" Strongarm trailed off, not entirely sure what to say as the boy heard her and turned around. Drift beside her said nothing, and though she couldn't see how he felt in vehicle mode, she could only assume he was just as confused as she was. "What're _either_ of you doing here? Together?"

"Strongarm, Drift!" Russell got up from against Thunderhoof and ran to Strongarm, explaining, "Something came into the ship and attacked us, and I don't know if she might be following!"

Checking if there were any vehicles coming down the road, Strongarm transformed and said, "You ran off with a convicted criminal Russell, do you know how dangerous that is! Thunderhoof could've taken you straight to the Decepticons!"

"But he wasn't going to! Thunderhoof _saved_ me!" Russell explained, looking back to the tractor, who still hadn't moved. "That… _Thing_ tried to grab me before she attacked Thunderhoof. We managed to escape, but we didn't make it too far before Thunderhoof fell in the ditch. I really don't think he should be moving around too much."

This time Drift transformed and walked over to the barely responsive Thunderhoof, one hand at a sword and the other towards the former Decepticon. He only took a few steps before he could already feel the heat radiating from the other.

"Knock Out said many of Thunderhoof's systems have been damaged. His cooling system seems to be among them." Drift said, placing a hand on Thunderhoof's hood, "He's very obviously overheated."

Thunderhoof revved his engine angrily at the touch, but still didn't move or transform. Drift backed away next to Strongarm as she inspected the tractor from afar, thinking of what to do.

Looking up at the bots, Russell asked, "So what are we going to do with him then? He's not going to get anywhere like this."

"No, and he obviously won't listen, either…" Strongarm sighed, thinking, "I could pull him on my trailer, but I'd have to go all the way back to the scrapyard to get it."

"Maybe if we let him sit a while more he'll cool down?" Russell asked, but was quieted by Drift as he heard the sound of an approaching vehicle.

The two bots transformed back to their vehicle modes, Russell running to hide beside Strongarm, waiting for the oncoming car to pass by. Hopefully whoever passed would ignore their predicament. Strongarm could make an excuse if needed, but it would be much easier if they just went on their way. In fact, she was already trying to come up with an excuse as to why a tractor would be halfway in a ditch at the edge of the woods.

As luck would have it, she had nothing to explain. But it wasn't good luck on her side, because the vehicle that came by was no other than Steeljaw. He transformed upon recognizing the Autobots, growling to himself as the two transformed yet again to face him, drawing their weapons. Steeljaw was a bit scuffed up and dented, but still ready to fight.

"There's just no escaping you Autobots today, is there?" He asked, taking a fighting stance, "But you two should be much easier to handle than that _thing_."

"Oh, so now you decide to show up?" Thunderhoof mumbled in irritation, almost incoherently.

Steeljaw's ears perked at the other's words, having not even noticed Thunderhoof's half visible form in the ditch. He had been too distracted by the Autobots, but knowing that a valuable ally was nearby, he grinned and pounced at them. As expected, the Autobots jumped out of the way, their little human friend slow to follow. Steeljaw snatched him up.

Running up to the other, Steeljaw held Russell up in a threatening manner towards the Autobots as he said, "Thunderhoof! I knew what that medic had said was a lie, help me take these Autobots out!"

"Actually, think I got a better idea…" Thunderhoof muttered, finally transforming back to robot mode, stumbling as a wave of dizziness hit. Steeljaw looked to him in slight concern, finally noticing Thunderhoof's rough shape. The bot could hardly stand, one leg constantly trembling under him, and heat radiated off his body. Coughing up a bit of Energon, Thunderhoof saw the other's concern and laughed to himself in bitter amusement.

And then he decked Steeljaw in the face.

Russell fell from his grip as Steeljaw was knocked back, Thunderhoof using his free hand to catch him and lower him to the ground as the Decepticon fell. The boy ran to Drift and Strongarm, both looking on in shock at the sudden turn of events, and even Steeljaw lifted himself up to look at Thunderhoof in utter disbelief and betrayal.

"I don't think you know just how long I've been wanting to do that." Thunderhoof said.

"You _traitor_!" Steeljaw snarled from his place on the ground, jumping to his feet. Energon leaked from his mouth, and part of his face was cracked. Thunderhoof had hit him _hard_. "How _dare_ you! I've done nothing but try to help you, you and all the Decepticons on this planet!"

"By taking over some ball of dirt." Thunderhoof sighed, "Is it really that hard to notice most've us just wanna go home?"

"Cybertron doesn't want us, why would we go back?" Steeljaw growled, wiping the leaking Energon from his face, "We have nothing there, neither of us. Anything we may have had before the Autobots destroyed everything is gone, including your empire. I saw the datapads Thunderhoof, and so did you. There's _nothing_ left."

Thunderhoof didn't respond, just standing and thinking to himself. He hadn't read any data on himself, he hadn't thought it important. But even in his current mental fog, Thunderhoof knew Steeljaw was manipulative. He said what he knew would get others on his side, and this could easily have been one of these things. But for once he couldn't have been lying, the Autobot medic had said the same thing, and though he had doubted him then, now he was beginning to believe him.

Everything he'd worked for was gone. Cybertron had nothing for him anymore, what could Earth do to replace it?

Glancing at the ground and then to Russell, Thunderhoof said something that probably surprised himself more than the Autobots or Steeljaw, "Well maybe the Earth don't want us here either."

Steeljaw stared at Thunderhoof in shock, only pulling himself back togetherin time to slap a pair of stasis cuffs out of Strongarm's hands. He growled at both her and the approaching Drift, before transforming and driving off, stopping just a moment in front of Thunderhoof to say, "I do hope you regain your wits back soon, it's be a _shame_ to lose the strongest member of my pack."

He raced off, Strongarm making way to follow but being stopped by Drift. Thunderhoof ignored them both, dropping back to the ground and groaning. He was dizzy and sore, and despite the mark he left on Steeljaw, weak. The Autobots and Russell turned to look at him in concern as he lay there.

He didn't even bother to look up as he said, "Could you hurry up and tell me to follow you to wherever before I decide to just offline here?"

* * *

"So what do you want to hear about first?" Arcee asked.

Bumblebee was sitting there, arms crossed and thinking. Fixit was cleaning out Knock Out's damaged optic, and Arcee had been wiping the dust off his wings to keep him from complaining any more than he already was. Knock Out was not happy with having a glitchy Mini-Con take care of him, and had grown even more agitated as his headache from being beaten against the wall seemed to worsen.

"Well for starters, why is Knock Out a jet?" Bumblebee asked, "I don't see how a bot would boast so much about his speed and appearance, and then just give all that up. It doesn't make sense."

"I told you, it was to chase down that blasted Insecticon." Knock Out mumbled, but a look of disappointment from Arcee made the seeker sigh, " _Fine_. I took on this mode because…"

Knock Out hesitated, the others looking at him intently as he eventually growled,, "I _hate_ this mode. I was forged a flyer, but I had wanted to be a vehicle. I went through too much trouble to find the perfect alt mode, only to be forced to give it up so soon."

Bumblebee looked at the other in confusion as he said, "No one should've forced you to give anything up."

"Oh they shouldn't have." Knock Out growled, pulling away from Fixit, and glaring at Bumblebee with his good eye as he growled, "But the fact is you're _precious_ Autobot council did. I'm a former Decepticon, _remember_? As far as they care, that's all I've ever been, or ever will be."

Bumblebee just stared at Knock Out incredulously, eventually saying, "No. That's immoral, they wouldn't do that."

Now standing, Knock Out walked up to Bumblebee, pushing Arcee out of the way to say, "Then explain to me the fact that after I was forced into stasis, I awoke to find _every_ piece of my alt mode replaced with that of a flyer's."

Bumblebee seemed to think to say something back, but Knock Out hushed him and continued, "If I had known Autobots experiment on their prisoners while they're in stasis, I wouldn't have even thought to join this faction. _In fact_ , I think I'm beginning to regret it."

"Knock Out!"

Arcee had put herself between Knock Out and Bumblebee, pushing them away from each other. Knock Out growled in irritation, but after a moment sat back down by Fixit, the Mini-Con looking unsurely towards Arcee and Bumblebee as he went back to cleaning the other's injuries. He went ignored, as Bumblebee looked at the ground, Arcee muttering something into her hand.

"He doesn't mean it, You know he doesn't." She said, looking to Bumblebee.

"I can't be so sure Arcee…"

Arcee said nothing back, and Bumblebee turned away, now distracted by the sound of approaching vehicles. Drift and Strongarm pulled up and parked, the latter letting Russell out before transforming. Thunderhoof came rolling after them slowly, and parked against one of the shelves lining the scrapyard. He said nothing.

"What happened?" Bumblebee asked immediately.

"Russell says something attacked him and Thunderhoof." Strongarm replied quickly. Both Knock Out and Fixit stopped what they were doing and got up to check on the aforementioned mech as she continued, "Drift and I found them at the side of the road, Thunderhoof overheated and a bit delirious. Russell was with him."

"Thunderhoof _kidnapped_ Russell?"

Running over to Bumblebee, Russell defended the other, saying, "No, he saved me, Bee! Twice."

"Good luck explaining that one to your dad, kid." Knock Out muttered, putting a hand on Thunderhoof's hood. He was definitely overheated, and uncomfortably so. There wasn't much to cool him off here as far as Knock Out knew, he'd have to ask Fixit. But until then, Thunderhoof would have to resort to cooling down slowly.

But it seemed Thunderhoof wasn't having it, and upon an attempted scan from Knock Out, he finally transformed, managing to stand for a moment before he collapsed back to the ground in a fit of coughing. Energon still dripped from his mouth, and he was noticeably dizzy and exhausted, but he still stared at Knock Out in an accusing way as best he could.

"Now what else are you hiding?" He asked between intakes, trying to cool himself, "That spider said she was lookin' for both of you."

"Spider?" Fixit questioned, looking to the larger medic beside him. But Knock Out said nothing, and Arcee walked up next to him, looking the slightest bit irritated.

Ignoring Fixit, Thunderhoof continued to stare at Knock Out and say, "Shoulda known you weren't always an Autobot. You're different, much more _agreeable_."

Arcee spoke in place of Knock Out, demanding, "Thunderhoof, who did you talk to?"

"Some Spider Glitch whose face split open like some sorta freak." Thunderhoof laughed bitterly, his current delirium making the whole situation somewhat funny to him. Knock Out seemed unnerved at his words though, and it seemed to amuse Thunderhoof more as he said, "Asked if I knew a Decepticon traitor named Knock Out, or his 'pretty little femme friend'."

He said that last part mockingly, not so much as to make fun of Arcee as to mimic the tone the Spider he'd encountered earlier had used. It made Arcee angry though, and Knock Out slightly panicked. Bumblebee knew immediately who Thunderhoof seemed to be referring to, but everyone else was clueless and concerned. This concern only grew as Knock Out's hand suddenly transformed into a saw.

"Did she bite you?" He asked, surprisingly calm despite the rigidness of his body. He backed away and inspected Thunderhoof from afar, confusing everyone further.

"No?" Thunderhoof said, eyeing Knock Out's saw unsurely. Though he was still cautious, it seemed to be enough for the medbot, and his saw turned back into a hand. He stayed silent though, and no one else was sure what to say.

Seeing as how no one else seemed willing to break the silence, Arcee was the one to finally ask, in a surprisingly calm voice, "Thunderhoof, did you tell her anything, or did she tell you her name? Do you remember?"

"Why would I tell her? She's just 'nother con out to kill me, where you bots have saved my tail more than once now. I know who to trust." He spat, his earlier amusement turning to disgust. "The name Airachnid familiar to you?"

* * *

 **Come to Cybertron we got vampire spiders, dragons, and corrupt justice system**


	10. Don't Bother

**Longest chapter yet! Quite possibly one of my favorites thus far as well.**

* * *

"No, It can't be her. She can't be one of those." Knock Out muttered. Beside him, Arcee was quiet, but everyone around could tell she was furious. "Soundwave bridged her to the _moon_ , how did-"

He stopped himself, shaking his head and turning to the ailing Thunderhoof. He didn't need to think about her right now, he had more important things to deal with. Thunderhoof was now leaning against the shelf, muttering to himself, obviously uncomfortable by his current condition. Trying to keep his mind off things, Knock Out turned back to Fixit and asked, "Do you have anything to cool Thunderhoof down?"

Fixit nodded, "Denny Clay has some large fans that might help, but I'd need some help grabbing them."

"Strongarm, could you fetch the fans for Fixit?" Bumblebee asked, the cadet quickly nodding in reply, "I need him to search up Airachnid's data, maybe it could tell us why she's here. And fetch Sideswipe and Sunstreaker while you're at it please? Sideswipe ran off when Fixit started working on Knock Out, and Sunstreaker went to calm him down."

"Yes, sir!" The two cried in unison, each speeding off to their current destination.

Watching the others go, Knock Out finally got the chance to scan Thunderhoof. Much of the scans were the same as earlier, with additional worries being overheating, and the Energon leaking from his mouth. Sunstreaker had informed him of what had gone on earlier, and Knock Out was beginning to wonder just _how_ badly Ripclaw's venom had impacted Thunderhoof's systems. It was likely the caustic venom had corroded away some of his internals, and the fact Thunderhoof wouldn't sit still for any reason wasn't helping. He really had to find a way to get him to stop over exerting himself.

Shifting a bit from his current position, Thunderhoof looked up at Knock Out and asked, "So why'd you turn tail?"

"Sometimes, I'm not so sure," Knock Out admit, turning to look at Arcee and Bumblebee, "But then I remember that there was nothing left for me with the Decepticons."

He stood as Fixit announced that he'd found Airachnid's profile, Strongarm and the twins running up soon afterwards, each holding a couple fans. Russell ran over to them as they set them down around Thunderhoof, plugging them in. The instant the air blew on him, Thunderhoof lowered himself to the ground and lay there, letting it blow over as much of him as he could get it to. He muttered his appreciation at Russell, and the boy nodded back before running up to Sideswipe.

Checking to see if everyone had finally arrived, Fixit began, "There doesn't seem to be any particular reason as to why Airachnid would be on Earth, and she isn't listed as a prisoner in any database, but she is listed as a wanted criminal, with a long list of crimes she's commit outside of the war. Most notable being the endangerment and extinction of many different species. For some reason, it seems Insecticons are listed among them."

"Insecticons? Those things swarm Cybertron, how could they be endangered?" Sunstreaker asked.

Fixit thought for a moment, skimming through the data before saying, "Wait, correction, they're not quite endangered yet, but considering the rate she feeds on them- She _eats_ them!?"

"Wait, has she always done that?" Arcee asked, now more disgusted than angry. She caught a glimpse of Knock Out's wings twitching, and the seeker covered his face.

"No, but I may have an idea on how that happened." He said, but refused to elaborate further. Even if they had wanted him to, he didn't get the chance, because Sideswipe yelped something next to him. Knock Out jumped, then looked to him in irritation, to which the younger bot backed off a bit, getting held back by his brother.

Seeing all the others confused looks, Sideswipe muttered out, "S-sorry. Your optic's still gone…"

Ah yes, that was a thing he'd been ignoring. Knock Out covered his face, once again self conscious about the gaping hole in it, and backed off a bit. There were really no replacements for it here, and he doubted their little ship had anything to help, so he was dreading what he knew had to be done to cover it up.

As if to mock him, Fixit asked, "Oh, would you like me to get a patch for that?"

"I suppose that'd be the best idea…" Knock Out responded, not even bothering to hide the discontent in his voice, "I'd like to talk with you about the Predacons as well, I've found out what's wrong with Predaking and I may need your help with repairs."

Fixit nodded, before fully taking in Knock Out's words and laughing, "Ha! Finally think I can do my job then?"

"Maybe," Knock Out responded with a small grin, "But I'm still better."

* * *

Night had fallen, and it was quiet and calm. Most of the scrapyard's current residents were asleep, exhausted after such an eventful day. All except Denny, who had been a bit too distressed to fall asleep after arriving home late and being told about the day's events by Russell. He was currently trying to bide his time and think about other things, organizing various small items in his collection, cleaning them off if needed. His son was fine of course, but that didn't stop him from being worried. As long as the Autobots were around, they'd be safe right?

But even then, he really shouldn't be relying on the bots to protect Russell all the time, that was his job, and he felt like a failure for not being around for his son all day. It didn't help that out of all things that could've happened, a _Decepticon_ saved his son. He was certainly grateful to learn Thunderhoof had shown a moment of mercy for Russell, but it didn't stop the fact he still didn't trust him one bit. He was trying to keep Russell away from any and all Decepticons.

Maybe he should start going with him when he decided to leave the scrapyard? Maybe watch him during his football practice?

He shook his wouldn't want that. That was his time to himself, and he knew he wouldn't appreciate him tagging along for such things. He'd just have to ask him to be more careful, it's not like the Decepticons would purposely go out to hunt the boy down. Probably. Hopefully.

A groan from nearby caught his attention and Denny nearly dropped his trinket as he felt a small tremor not long after. A few things fell off shelves, but he paid little mind to that, instead turning uncomfortably in the sound's direction to look at who had made the noise.

Thunderhoof sat awake, one hand on his chest and the other supporting him, a somewhat pained look on his face. Fixit stood with him, holding a cube of Energon. He tried to give it to Thunderhoof, but the exhausted bot hadn't quite figured out what was going on yet and just stared down at him in confusion, so Fixit just set it beside him instead.

Denny wasn't sure how he'd missed Fixit's approach, but gave the assumption that the tremor was probably caused by Thunderhoof when the Mini-Con had awoken him. Denny had been out to pick up some collectables during the others' return to the scrapyard, but had later arrived to see Thunderhoof sprawled out asleep on the ground. It had alarmed him a bit then, but Russell managed to reassure him that Thunderhoof wouldn't be causing any harm. Seeing how disoriented he looked now, it was obvious Russell was being honest, as Thunderhoof didn't seem fully functional after the day's events himself.

"You have to refuel Thunderhoof." Fxit explained, as the larger bot continued to stare down at the Mini-Con, "Sunstreaker told me you've lost quite a bit of Energon, and it's my duty as an Alchemor guard to make sure all prisoners stay functional."

"We ain't on the prison ship." Thunderhoof grumbled, though he grabbed the Energon cube and looked at that instead, "None of yous seemed to care if we were functional then."

Fixit didn't respond, and Thunderhoof continued to stare at his cube. Fixit was right about him needing fuel, Thunderhoof had hacked up a significant amount even if he didn't remember most of it, and the lack of it was beginning to cause him pain. It didn't help that the Energon in him was still laced with neutralized Predacon venom, and therefore tainted enough for his body to try to constantly alert him of danger. But despite this, Thunderhoof was wary of consuming anything given to him by one of the same bots who had been guarding the prison ship and keeping him in stasis.

Seeing the two sitting in silence, Denny set his things aside and took the opportunity to walk over to them. Thunderhoof noticed him first, and Denny just gave him a wary glance back, to which he shrugged and gently tapped the distracted Fixit on the back. The Mini-Con still got knocked forward a bit, looking to Thunderhoof in confusion, before Denny announced himself.

"Oh, Denny Clay, what are you doing up?" Fixit asked, not bothering to move closer as the human stopped just out of reach of Thunderhoof, "If I remember correctly, humans need a certain amount of sleep right? I thought it was longer than this?"

Denny shrugged, "Couldn't sleep, a bit stressed out from today is all."

Thunderhoof huffed in what Denny assumed to be annoyance, and Fixit nodded.

"Well, I suppose we've all had an eventful day-day-day-" Fixit stuttered, getting flicked on the back by Thunderhoof again to fix him. Once again getting knocked forward, he quickly righted himself and started counting off the things that had happened on his fingers as if nothing had happened, "The Predacons, Arcee and Thunderhoof getting poisoned, and now another Cybertronian criminal is here for some unknown reason? Oh, we're gonna have our hands full, I hope we have enough stasis pods."

"Spider glitch can have mine." Thunderhoof said, finally taking a sip of his Energon cube. He pulled it away quickly, a look of disgust on his face as he cried out, "This tastes awful! What'd you do to it?"

"Your stasis pod would be too big." Fixit explained, having flinched back slightly at Thunderhoof's yelling, Denny nearby doing the same. The larger bot looking to Fixit in agitation as he continued, "And of course the Energon tastes off, Knock Out requested I make it as close to medical grade as possible. Not that I wouldn't have of course."

"Ugh, better than nothing I guess." Thunderhoof muttered, hesitantly taking another drink out of the cube. It was still disgusting, but at this point, he just really needed the fuel. He finished it quickly, setting the cube to the side and curling up a bit where he was sitting and staring off into the stars. The sky was clear, and the moon was hardly a sliver in the sky, allowing them to shine brightly above.

It was something Denny normally appreciated, a nice clear night like tonight. But not this time, this time the darkness only made the hulking mass of Thunderhoof even more terrifying than he was normally. The eerie glowing of his dimmed optics and biolights didn't particularly help either.

"You want somethin'?"

It wasn't until Thunderhoof spoke that Denny realized he'd been staring at him for far longer than he'd realized, and that Fixit had rolled off somewhere. Denny hoped he planned on coming back, because he was most certainly going to get quite the talking to later, for leaving him alone with a potentially murderous Decepticon.

"Ah, well I…" Denny trailed off fearfully, not sure what to say, almost frozen in fear at the red optics staring at him. He backed away slightly as the other sat up straight, but stopped in confusion as he realized Thunderhoof was snickering to himself.

"That fawn of yours has got more spark than you do." He said, no doubt grinning as the human backed off. "Kid had the guts to yell at me. Guess he didn't get that bravery from you."

"Hey, I'm plenty brave!" Denny retorted, stepping towards Thunderhoof to try to prove himself, "Or did you forget the time Russell and I almost took you and Clampdown out! If he hadn't been there to get out you out of our trap, you'd probably be in a stasis pod right now!"

At the mention of Clampdown, Thunderhoof growled as he responded, "Seems you're forgetting just who ended up getting kidnapped that day."

"Not something one forgets easily." Denny said, before deciding to change the subject, backing off again and bringing a hand to rub the back of his head, "Though that reminds me, I suppose I do need to tell you something..."

Thunderhoof cocked his head, eyeing the human curiously as he trailed off. Had he done something to scare him again, or was he just hesitant to speak? He'd noticed that humans were awfully paranoid and uncertain, but they were such a tiny and squishy species it was at least somewhat understandable.

After a moment of awkward silence, Denny sighed and said, "After everything you've done, after all the fighting against the Autobots, after you kidnapped and held Russell and I hostage… You saved him. Twice. I don't know why, but you did. And I guess I should thank you for that."

Right, that. No one would shut up about it. Thunderhoof shrugged, "Don't bother."

"Huh?"

"You got audio receptor damage or somethin', do I gotta sign it out for you? I said _don't bother_."

"Wha- I'm trying to be nice to you!" Denny exclaimed, a bit insulted by the other's rude response.

"For what reason?" Thunderhoof asked, "One act of kindness now ain't gonna stop you from bein' on the Autobots side when they toss me into a stasis pod, now is it? So why even bother?"

Denny crossed his arms, looking up at Thunderhoof in irritation and saying, "It's called basic human decency, try it."

"Oh, so _there's_ that stupid bravery I saw in the fawn." Thunderhoof said with a slight smirk, leaning towards Denny, smile widening as the man backed away again. It faded away just as quickly as he explained himself, "There's no 'human' decency to us, we're giant _war machines_. Anything like 'decency' back on Cybertron got bots like me nowhere, I had to _fight_ to get what I wanted."

"And that's why you were on the Alchemor Thunderhoof! Because you hurt people, you took their homes! You've probably _killed_ people!" Denny responded angrily, pointing an accusing finger at the mech. Thunderhoof backed off, growling as the man went on, "You're a criminal! Hardly more than a low life bully, and I hope that beating from the Predacons let you know how it felt! You should appreciate the fact I'm even letting the Autobots keep a Decepticon like you on _my_ property."

Something in what Denny said struck a nerve, and Thunderhoof slammed a fist to the ground as he leaned towards him.

"If you think the things I've done even _compare_ to what the Autobots have done, you got another think coming!" He snarled, punching the ground again, "You think I wasn't there when it started, that I chose my faction just 'cause Decepticons were the 'bad guys'? Decepticons weren't always criminals! The Autobots desecrated our badge, and if they think they can keep callin' us criminals, they can-"

Thunderhoof cut off as he fell into a coughing fit, curling up on himself as his body heaved. He brought a hand to his mouth, expecting to hack up more Energon, but thankfully didn't. He sat there, venting heavily, his fit stopped just in time for Fixit to return, another Energon cube in his arms. He looked between the agitated Denny and Thunderhoof in worry.

"Is everything alright?" He asked, wheeling slowly towards Thunderhoof as he noticed the larger mech was venting hard and trembling. He set the cube to the side as he laid a hand on Thunderhoof lightly, but was pushed away.

Thunderhoof sat up suddenly, leaning over close enough to jab a finger in Denny's chest. The man froze upon the contact, face to face with the aggressive Cervicon as he snarled, "Keep outta our business _organic_. You don't know scrap about our kind, our war, or _me_. Focus on your own blasted species and planet, and don't you _dare_ bring up those Predacons around me again."

Backing off from Denny, Thunderhoof transformed to his vehicle mode and went quiet. Denny stood staring, and Fixit went over and knocked on one of Thunderhoof's doors. He ignored him and any of his attempts to give him the new Energon cube, eventually swinging his door open to smack the Mini-Con in a demand for peace. Fixit was knocked over by the force, but seemed to get the message as as he set the cube down and wheeled up to Denny instead.

"I suppose we should leave him alone now?" Denny asked, finally regaining himself as he backed away from Thunderhoof.

"I suppose, but I'll have to keep checking on him." Fixit said, "There's still a chance of side effects from Ripclaw's venom, and I have to make sure he doesn't escape."

Denny nodded, and waved to Fixit as they both went on their way, Fixit back to the Command Center, and Denny…

He wasn't sure. He still wasn't tired, in fact, he was now much more awake after the scare from Thunderhoof. But it was still hours until morning, and he had left off his organizing by the frustrated bot, and he really didn't even want to be within the Decepticon's sight after that little skirmish. Or, _former_ Decepticon as it'd been mentioned, but he still didn't buy it. It certainly sounded like Thunderhoof still believed in their cause.

He was considering going to his trailer and maybe reading instead, but stopped as he noticed Arcee and Knock Out. Since they couldn't go back to their ship, the two had found a more open space in the scrapyard to stay for the night. Knock Out seemed to be sleeping in his jet mode, and Arcee was sitting next to him and holding a datapad, though she was looking at Denny.

"Do you know why Thunderhoof was yelling?" She asked quietly, setting the pad down. "Is he alright?"

"You heard that, huh…" Denny sighed, "He's fine, I think. I kinda got mad at him, and he yelled at me back, sorry if I woke you guys up."

Arcee shrugged, "I wasn't really powered down or anything. It did wake up Knock Out for a moment, but I just told him it was Bob getting into something. Somehow, he bought it."

Denny muttered an apology again, and stood silently, unsure what to do. Arcee settled back against Knock Out, looking back to her datapad before sitting up again suddenly and saying, "Wait, you were arguing? Why?"

"I tried to thank him for saving Russell, but he told me not to bother. It turned into an argument, and I guess he thought I took it too far when I accused him of being a low life Decepticon." Denny explained, before crossing his arms and saying quietly, "It's true though."

"I suppose we all think that at some point." Arcee said with a sigh. Denny looked to her curiously, not entirely sure what she was implying

Noticing the other's confusion, Arcee grabbed her datapad and skimmed through it. After a moment, she stopped and held it out to Denny. He looked at it unsurely, upon the cracked screen was Thunderhoof's mugshot, and a lot of Cybertronian words he couldn't read.

"This is the datapad we found with Thunderhoof the night he got attacked," She explained, "It's a list of all the Alchemor's prisoners, their list of crimes, and some other facts on them as well."

"What are you trying to say? I know what Thunderhoof has done, and why he's in the database." Denny said, before looking over the pad again and sighing, "You know I can't read that, right?

"Oh, right! Sorry, it's been a while since I've hung out with humans." Arcee apologized, taking the pad back and explaining, "Prior to becoming a crime boss, or even Decepticon, Thunderhoof was either a miner or some sort of industrial worker. It doesn't specify which, but he worked for the same bots he'd eventually go on to boss and beat around."

Looking up at Arcee questioningly, Denny asked, "What are you getting at?"

"On Cybertron, bots liked Thunderhoof were considered low caste. Rarely named and rarely cared about. They were expendable." Arcee explained, Denny looking on in discomfort at her words, "I can't imagine Thunderhoof had it any better as a Cervicon, the council didn't really see 'feral' bots like him as, well, _people_. It really explains why he'd join the Decepticons, and why he'd try so hard to go above them, eventually succeeding and beating them down."

Denny was silent a moment, horrified at Arcee's words. He never thought much of so many of the Decepticons looking like animals, he just assumed that was a thing that happened. But even then, that still didn't excuse the things he'd done.

"Okay, okay." Denny started, "That explains _why_ he's done the things he's done, but it doesn't _excuse_ it. He's still a murderer Arcee, and I won't be comfortable with him here."

"I'm not saying that what he's done isn't wrong." Arcee said, setting the datapad aside to look at Denny, "I'm just saying he probably doesn't _think_ it's wrong. I can't speak from experience, but I can imagine if you're created for nothing more than grunt work, it'd just feel right to fight off the ones who hurt you. After all, there's probably a reason so many low castes went on to become Decepticons."

She then sighed, "And I have no right to demonize a murderer, Decepticon or not. Primus knows I'm no better, I've probably got more Energon on my hands than he does."

"You mean from war?" Denny asked, "That's different. You did it to protect yourself and others."

"I know you mean well Denny, but it's really not that different." Arcee replied, looking to the stars, "When the war ended, I befriended a former Decepticon. He told me about what he'd seen, how so many others he had known had gotten injured or killed by Autobots, about how many he'd _failed_ to save. He thought what he'd chosen had been right, and I had thought the same on my choice. But when it gets down to it, we're really all the same. Just a bunch of PTSD riddled war machines."

Denny was quiet for a moment, thinking to himself. He supposed it was true, they had all been the same species fighting for their home and a right to exist as they were. He really didn't have a right to judge, humans could be the same after all.

"What are you supposing I do then?" He asked.

"Show him some kindness, more than just a thank you for saving Russell." Arcee responded, getting up to lean by Denny, "He's got every right to be agitated, surrounded by a bunch of bots who are just going to throw him in stasis eventually. And, I know a bot like him would never admit it, but he's probably scared."

Kindness was exactly what got Thunderhoof mad at him in the first place, but he supposed it was worth a shot.

"What do you have in mind?"

* * *

Steeljaw hadn't yet gone back to the ship, not wanting to return in such a rough state. He had done his best to wash off any dust, but couldn't do much about the scuffs and scrapes, or the crack across his faceplate from Thunderhoof's assault. It had stopped leaking a while ago, but the blow to his pride still hadn't faded. It would probably be best to remember this encounter for when he got Thunderhoof back on his side, as Steeljaw was not eager to find out how hard the Cervicon could hit when he _wasn't_ a delirious mess.

Looking down at the lake to study his reflection, Steeljaw checked himself over for any more dirt or damage. He seemed to have cleaned it all off, but there was still the matter of returning to the island in such a shape. Perhaps he'd just blame it on the Autobots, or say he took too sharp a turn on a corner and tumbled off the road.

None of the excuses he could come up with sounded particularly well thought out, and quite shameful to say the least, but before he got the chance to think of any others the sound of movement caused his ears to swivel back. He didn't move himself, hoping it was just some Earth animal or human. He could scare a human off without so much as moving, and the animals were harmless, but it seemed a bit too large to be either of those things.

"Who's there?" Steeljaw asked, finally turning after he heard movement again, but closer. To his surprise, he was greeted to the sight of a small Cybertronian, pink optics staring up at him.

"Just some lost bot." She said, approaching Steeljaw and stopping in front of him. They looked each over carefully, trying to decide if the other was worth trusting or not. The small bot was quite scuffed up herself, a few cracks on her chest plate, but it wasn't the damage that caught Steeljaw's attention, but the Decepticon emblem on her chest. She caught quick notice of his scratched one as well, but said nothing.

"Another prisoner of the Alchemor, I assume?" Steeljaw asked, tail swishing in thought, "I see you seem to have had a run in with the Autobots who reside here as well, but fear not Sister, many of us who were imprisoned there have taken it as our own. "

He held a hand out towards the other expectantly, but the little bot just looked at it and said, "Alchemor, huh? Never heard of it. Though I would _love_ to hear more about those Autobots you mentioned."

Steeljaw's hand and tail dropped, a bit confused. He supposed it wouldn't be unusual for a non-prisoner Decepticon to be on Earth, she certainly wasn't the first one he'd encountered, but it was still a bit odd. She certainly fit the criteria to be an Alchemor prisoner, but he supposed it was wrong to assume. Perhaps she was something else?

"Some kind of bounty hunter perhaps?" Steeljaw asked.

The other bot smiled slightly as she replied, "Of a sort."

Well that answered enough, but still curious, Steeljaw asked, "So which of the Autobots are you going after? I hear Bumblebee's a popular target."

"Oh, Bumblebee's here too? How _fun_ ~" The other mused, "But he's not who I'm looking for, not specifically anyway. Does he by any chance have a little blue two wheeler on his team, or maybe an obnoxious red sports car? Well, I suppose he might be a seeker now, they did _quite_ the remodel on him."

Steeljaw cocked his head as he listened to the others words, knowing exactly who she was talking about. So a couple of wanted Autobots came running to their friend for help, how predictable. He debated on telling her the truth, but if by any chance he could get another Decepticon on his team, he figured it was worth the risk. She was small, and probably easy to take out, but he'd wait to see her full potential first.

"I think I may know who you're referring to. If you'd like, we can talk about them on the way to the island." Steeljaw said, once again holding out a hand in greeting, "But introductions first. I'm Steeljaw, and you are?"

"Airachnid." She responded, reluctantly taking Steeljaw's hand. "But I do have a ship of my own you know."

Steeljaw nodded, releasing the other's hand as he said, "Yes, I would assume so, but I feel like the two of us could work together to achieve our goals."

* * *

The sun was close to rising, but you could still see stars littered across the sky. It was quite beautiful, but Denny was too busy regretting life choices to notice. This was an awful idea, and he was sure it was going to end with him squished against the ground, or worse. But Arcee suggested he do this, so it was worth a try, right?

"You are gonna stay and make sure he doesn't squish me, right?" He asked the bot beside him. She'd agreed to at least stay and watch to ease his anxiety, and help carry some of the supplies over, but he still felt the need to ask. A couple buckets of water, some rags and towels, and some detergents and waxes of various sorts.

She nodded, "Yes, of course, but I don't think it'll come to that."

"You've never dealt with him before!"

They both stood only meters from Thunderhoof. The tractor hadn't moved from where he'd parked himself after the argument with Denny, and hadn't seemed to have transformed at any point during the night either, as the Energon cube still sat beside him. He'd probably fallen asleep again.

Denny approached him unsurely, setting down his bucket to gently put a hand on the tractor's right door. He didn't stir, and this gave Denny the confirmation he was sleeping. He took the time to look him over in the dim lighting. It wasn't much, but even then he could see that Thunderhoof was quite dirty, and even noticed flecks of blue scattered among the area of his injuries. Judging by the hue, it wasn't his natural body colors, but likely dried Energon that hadn't been washed off. One of his windows was broken as well, and his back right tire shredded, had he really been driving on that?

He grabbed his bucket and a rag, going to the other side of Thunderhoof. It was probably best not to start on his injured side. Eventually Thunderhoof would wake up, and he'd rather it not be by hurting him. That probably wouldn't end well.

Pouring a bit of the detergent on his rag, Denny set it on the tractor's door gently and started scrubbing. For a moment, Thunderhoof made no obvious signs of waking up, but after a moment of slightly harder washing, the tractor's engine revved quietly. Denny paused fearfully, but after nothing happened, he continued. He managed to get a decent deal of washing done, until Thunderhoof's engine revved again, but much louder, and he swung his door open with a surprised yelp. Denny just narrowly avoided being hit.

"Whatta you think you're doin'?" He demanded, backing up a bit, but only managing to hit the shelf behind him.

Giving himself a moment to calm down at the other's aggression, Denny said, "Arcee told me you hadn't been properly cleaned after the Predacon attack. We both thought you'd feel better if you weren't covered in dirt and dried Energon."

Thunderhoof's engine revved again, "So you just decided to start washin' me without my permission? Who even does that?"

"Would you have rather we woken you up first?" Denny asked, hesitantly walking back up to Thunderhoof. "I could stop if you want me to, I got a door done at least."

Denny fully expected Thunderhoof to run him off, and he almost did when the tractor rolled forward a bit, but he stopped once he was away from the shelf. He didn't say anything, and Denny figured that was a request to continue. Wetting the rag, he went back to scrubbing, and was pleasantly surprised to hear no more complaints.

He went on with his cleaning, finishing up with the left side of Thunderhoof pretty quickly, and went on to his front. Seeing as how it was his robot mode's chest, his hood was still warped from the Predacons' fire, and the moment he set his rag on it, he could've sworn he felt Thunderhoof flinch. He took it away and stepped back, unsure of what to do. After a moment, he stepped back set his rag aside, grabbing a towel instead. His rags were pretty worn down, and probably pretty rough, but the towels were much softer and in better condition. He wasn't sure it would make much of a difference, but it was worth a shot.

Grabbing a new bucket, Denny wet the towel, but didn't add any of the cleaners. He wasn't sure if it would bother him, but if Cybertronians were anything like humans, it would probably sting to get any detergent in Thunderhoof's still healing injuries. Setting the towel on his hood, he didn't scrub hard, just rubbing the towel gently over it. Thunderhoof didn't flinch this time, and Denny couldn't help but feel relieved. It probably didn't clean too well, but he hoped it at least made him feel better.

Finishing up with his hood, Denny stepped away from Thunderhoof again, hanging the towel off a shelf and looked at the tractor's dented and damaged right side. It was a bit hard to tell just what bits made up his leg, and he sighed in slight frustration.

"Could you transform back into a bot for me?" He asked, backing away, "I can't quite tell what's damaged, and I don't want to irritate your injuries more than I have to."

Thunderhoof obliged, and within a moment he was sitting on the ground, injured leg stretched out, and staring down at Denny. There was no sign of his earlier agitation, in fact, he seemed almost calm. Denny took this moment to look his leg over and actually survey his damage. His eyes immediately fell to Thunderhoof's flat tire.

"Before I get started, do you want me to replace your tire? That can't be very comfortable to drive on."

"'S not, it hurts." Thunderhoof admit, tilting his head as he asked, "Can you do that? I never really thought 'bout how your sparkless vehicles managed."

Denny nodded, "Yeah, of course I can! Just gimme a minute to find some tools and the right wheel."

He ran off, leaving Thunderhoof to sit alone. He stared at the fading stars a moment, unsure of what to do until noticing the abandoned Energon cube from earlier. He picked it up and stared at it, debating on whether or not it was worth drinking. On one hand, he still needed more fuel, but on the other, he was worried this one would taste as awful as the first did.

"It's just regular Energon, if that's what your thinking."

Thunderhoof jumped at the sudden voice, just now spotting Arcee nearby. He recovered quickly, and held himself high as he said, "I was just checkin' to see if it was up to my standards."

Arcee just nodded, "If you say so."

He said nothing back, but finally drank some of the Energon. True to the smaller bots words, it was regular run of the mill Energon. But after having tasted nothing but medical grade and the low quality and unrefined shards they'd bring onto the island, it was a welcoming taste, and a much needed refuel. He finished it before Denny returned.

"Alright, so my only experience with tire changing is on nonliving cars." He said, rolling a tire up to Thunderhoof, "So if this hurts, please don't squish me."

Thunderhoof said nothing, but stretched out his injured leg a bit more to give Denny more room to work on it. He watched as the man got to work on his leg, first washing bits of it with his towel, and then using his tools to remove the damaged tire. Some of the man's work did hurt a bit, but it really didn't compare to having the leg nearly torn off by a Predacon, so Thunderhoof didn't complain.

He wouldn't say it outloud, but it felt nice. Other than getting stuck with the occasional pond or lake, he couldn't really remember the last time he'd actually been clean. Probably back on Cybertron, so it really had been too long. Cleanliness was one of the many luxuries he had back home in his empire, but now that he'd been stranded on Earth as a criminal, it was much harder to find those luxuries.

He was really starting to miss Cybertron again. Too bad there was nothing there for him anymore.

Finishing up with the tire, Denny got up to try to roll the old one away. It didn't really want to move because of its damage, so Arcee got up and took it instead, setting it aside from where Denny was working. She set it down by one of the shelfs, and was greeted by Fixit as the Mini-Con came rolling up. He looked to Denny and Thunderhoof curiously, before wheeling up to Arcee.

"What's going on here?" He asked.

"Not much, I just convinced these two to get along for a moment is all," Arcee said, before smiling, "Looks like they've forgotten just how much they hate each other, doesn't it?"

Looking back over to the two, it certainly seemed true. Denny was gently washing off Thunderhoof's injured leg, while Thunderhoof himself just sat silently watching. He'd occasionally shift uncomfortably if Denny was a bit too harsh, or got too much water in the cracks in his armor, but he didn't say a word. Denny could usually tell when he was being too hard with his cleaning, and would make an effort to be more gentle when he was at a spot that hurt Thunderhoof.

"How'd you get them to cooperate?" Fixit asked.

"Well, speaking from experience, the best way to get an agitated ex-con on your side is to be nice to him." She responded, a small smile on her face, "Though giving him a nice cleaning works too."

"Experience, huh? Now I wonder who _that_ could've been."

Arcee jumped in surprise, turning around to see Knock Out walk up behind her, stopping a moment to watch Denny and Thunderhoof. Fixit waved to him, and Knock Out nodded in acknowledgement.

"Awake already, huh?" Arcee asked. The sun had risen a while ago, but it was only now anyone else in the scrapyard seemed to be waking up. She supposed it would only be a matter of time before the others were up as well.

"I still have to do some work on Thunderhoof," Knock Out shrugged, "Physical therapy and all that. I've also considered making him some sort of makeshift crutch to help him move around, but he'd probably be too proud to use it. I can wait until they're done to get to work of course, I have to deal with Predaking too, and I can wait all day for that if necessary."

"Oh, right. You said you had an idea of what may have happened to him, what was it?" Arcee asked.

"His T-Cog looks to have been tampered with. Fixit and I are going to see what we can do to repair it."

"Poor Predaking, that's awful..." Arcee said, shaking her head at the thought. Even with all she'd been through, the thought of not being able to transform was an awful one. "Do you know how that happened to him? Do you think Shockwave may have had anything to do with it?"

Knock Out shook his head, "No, if anything, Shockwave was probably ecstatic when he learned his Predacons could transform, er, as ecstatic Shockwave could be anyway. I don't actually know who or what may have caused it, and I don't want to just assume, but with Airachnid here…"

"You think she might have had something to do with it, don't you?"

"It can't be a coincidence." Knock Out said, wings lowering in irritation, "We're here, the Predacons are here, _Airachnid_ is here. Either Unicron hates us specifically, or there's a reason for this. Actually, I might lean towards Unicron hating us."

Rolling between them, Fixit said, "Excuse the interruption, but didn't Thunderhoof imply Airachnid was looking for you two?"

"Ugh, he did, didn't he?" Arcee growled in disgust, "If she even so much as comes near any of you…"

Knock Out stopped her, "Don't. Airachnid may have found our ship, but she doesn't know it's ours _specifically_. With any luck, she'll leave."

Arcee huffed, "Since when has luck ever been on our side?"

She turned her attention back to Denny and Thunderhoof. It seemed the man had almost finished up with his work, and Thunderhoof looked to be close to dozing off. He was leaned over a bit, eyes closed and body relaxed. It wasn't a state they'd seen the usually aggressive bot in before, but a much more preferable one.

Backing away from Thunderhoof, Denny tossed his dirty towel aside as he said, "Alright, so I think I got as much as I could, do you feel better now?"

"Ah, wha-" Thunderhoof jolted up when the man spoke, shaking his head to wake himself up, "Yeah, that's… Much better. Still dunno why you did it."

"Just seemed like a nice thing to do I guess." Denny replied, looking down at his pile of dirty towels, stained brown and blue from dirt and Energon. That probably wasn't coming out, a whole stack of the things ruined. "Because even if you go back to prison, I should still treat you like a person. And ah, I suppose I wanted to apologize, about last night too."

"Why?" Thunderhoof asked, looking down at the man in slight confusion.

Denny sighed, "You were right, I really should keep my business out of another planet's issues. Or, in this case, person I guess. You've still probably done some pretty horrible things in your life, but it's not my business to complain. It's the Autobots."

"Sure seems that way." Thunderhoof said, glancing towards the group of Autobots watching him, "Speakin' of which, who's the one who told 'im to do this? I know it wasn't willingly."

None of the bots answered, but Arcee smiled. Thunderhoof caught it, but said nothing as Denny started throwing his supplies into an empty bucket. He picked it up and was about to go on his way, but Thunderhoof stopped him.

"I uh, guess I should be thanking you for the cleanin' huh?" He asked.

Denny just glanced back at the other and smiled.

"Don't bother."


	11. Bugs and Boxes

**Sorry for taking so long I accidentally wrote a good chunk of chapter 12 first**

* * *

Steeljaw walked the corridors casually, Glowstrike and Saberhorn following behind. They had noticed him missing, and Glowstrike in particular had been quite disappointed in him for wandering off, but he'd at least managed to catch her interest upon mentioning finding a potential new warrior.

"So you've brought in another lost Decepticon?" Glowstrike asked, though she sounded a bit irritated, "I suppose that excuses your absence, though I suggest you tell us the next time you scamper off to who knows where. We've had enough Decepticons go missing as it is."

"Don't shame the mech Glowstrike," Saberhorn said, quieting the other before addressing Steeljaw, "Personally, I don't blame you for going out, it's much too stifling in here."

"Oh, I'm fully aware of the disappearances," Steeljaw replied with a hint of disgust, remembering his less than pleasant encounter with Thunderhoof from earlier, "But you can't expect a Decepticon like me to stay indoors all day, like you said, far too stifling."

He hadn't mentioned the Predacons, but they didn't need to know about them. If anyone was going to go after those two, it would be him. He'd seen what they were capable of, Thunderhoof had looked awful upon their encounter, and he wanted something that could tear a mech like him up on his side. Imagine what they could do to the Autobots!

Once they approached the room he had left Airachnid, Steeljaw opened the door and allowed his two current superiors in first. They were immediately met with a small bot speaking with an Insecticon, its head in her hands as she whispered something quietly to it. Upon seeing the others, she let go of it

"So are you the commanding officers?" She asked, looking them over. "How interesting."

She sounded impressed, and Saberhorn was quick to notice. He walked straight up to her, sent off the Insecticon, and bowed. Glowstrike was less interested, but approached Airachnid anyway and stared at her suspiciously. Something about her was odd, but she couldn't place what.

"And who might you be?" She asked.

"Airachnid, perhaps you've heard of me?"

Glowstrike continued to stare, "Can't say I'm familiar."

Airachnid shrugged, and Glowstrike walked back to Steeljaw. She was nothing overly impressive as far as Glowstrike could tell, but it was enough for now, they could always do with more Decepticons. Airachnid at least had the advantage of being a threatening Cybertronian, arachnicons were quick and agile, and had the advantage of creating mesh webs. She could be a valuable asset, but it was too early to know for sure.

"Come now, Saberhorn." She called to her partner, who was still inspecting Airachnid, "We have things to do and Decepticons to meet with."

"Leaving so soon?" Airachnid asked. She almost sounded upset. "I was hoping you'd stay a moment more at least, I have something important to say if you don't mind."

"I have too much to do right now." Glowstrike said, "But you can speak with Saberhorn If you must. Don't stay too long."

Whatever she wanted to talk about, Saberhorn would tell her if it was important. Walking up to the door, she stopped and waved Steeljaw over to follow. He obeyed, though his tail swished in annoyance at being told off. He had to be patient right now. He'd get his chance to take over eventually.

The two exited the room, and Airachnid and Saberhorn were left alone.

"Now what was it you wanted to speak about?" Saberhorn asked, "Any information on those bothersome Autobots perhaps?"

Airachnid nodded. "I may have information on them, but I wanted you to do something for me first."

Saberhorn cocked an eyebrow at her request, "And what might that be?"

Truthfully, she wanted to grab him and suck the Energon right out of him, it had been too long since her last meal. But unfortunately, bots were more loyal when they still had life left in them. Always a drawback.

"I want you to go to my ship for me. There's some things in there that might be quite useful."

"Why should I retrieve anything, it's not my- We have others who can-" Saberhorn's body twitched as he became confused, his mind fuzzing.

"You can't possibly expect me to do it myself, in my condition?" Airachnid asked in mock sadness, motioning to her cracked chassis, "I'm in no state to do such a thing."

"No, I- I don't-" Saberhorn continued to fidget, suddenly realizing Airachnid was causing his confusion, "What's happening? What are you doing?"

"Setting things right, management is in poor taste here." Airachnid explained, tone more serious as she watched Saberhorn fell to his knees, head in one hand, "Could use more of a _matriarchy_."

Saberhorn was an Insecticon, a creature she could _control_. She'd never tried to control the more intelligent ones like him, never really had the chance, but it seemed he was just as susceptible to her as the more primitive ones, if not a bit more of a fighter. She could feel him trying to fight her, but his attempts weakened with every attempt. He was coming around.

After a moment, his body loosed and he sat in a position akin to a bow. He still seemed a bit confused, but more or less under her control as he asked, "W-what do you need?"

His voice and movements were strained, like he was still trying to fight her off, but Airachnid knew that at this point it wouldn't work. He'd give in eventually, and if he didn't? Well, let's hope nobody would suspect her if he went missing, she'd appreciate the meal.

"I need you to gather up some important vials." Airachnid explained, watching Saberhorn carefully as he weakly kept trying to fight her off. "I know those rude Autobots will barge in there and search everything, so I need them _now_. They contain something very important."

Saberhorn nodded, "Of course. What might they look like?"

"You'll know when you see them, they're hard to miss." Airachnid explained, "Now get up will you? I have a few more Insecticons already on their way, we don't have time for you to waste."

Saberhorn obeyed, but upon standing asked, "What of Glowstrike? I must get back to her, she might suspect something."

"Glowstrike is of no importance anymore." Airachnid stated aggressively. "Now get to it, before the Autobots do. Wouldn't want to disappoint me by failing, now would you?"

He struggled again, but after a moment he finally gave in and nodded.

"No, of course not my queen."

* * *

Despite what had gone on recently, everyone was surprisingly upbeat today. A bit on edge, sure, but certainly less stressed than before. Except Knock Out, as he continued to complain about his wrecked optic and the eyepatch he was forced to wear because of it. Even Thunderhoof had seemed calmer than he was, though outside of exercising his injured leg, he spent most of his time sleeping in vehicle mode.

It wasn't stasis, which Bumblebee would have preferred, but at least it kept him quiet. His presence still stressed him, it didn't feel safe.

Currently they were planning out teams to go out on patrol to hunt for escaped prisoners or even any signs of Airachnid. Most had been decided quickly, Bumblebee and Strongarm would search the city, and the twins would hunt the country roads. Drift and Grimlock would search through the woods. Knock Out and Arcee were not to be allowed out of the scrapyard, Knock Out and Fixit needed to stay in case of emergency, and Arcee was still recovering from her poisoning.

"I can do just fine you know. It wouldn't hurt just to scout." She tried to argue, but Knock Out shut her down.

"Just because I have two other patients to deal with doesn't mean I'm letting the one who thinks she's perfectly fine go." He said, "Give your body a few days rest, I'm still irritated with you after the cave incident."

"I helped you!"

"But you also left the human boy with the ex-Decepticon crime lord."

That one shut her up. Always finding the mistakes to poke at, it was typical Knock Out, he was a pain to work with. But they were stuck with each other now, and she was getting used to his ways. She'd find something to bother him about later.

"Is it possible to stop by our ship for supplies?" Knock Out asked, turning his attention to Bumblebee, "We aren't in desperate need of medical supplies at the moment, but I'd like if if you could at least check on our Energon stores. I would rather those not get taken."

Their ship was close to Airachnid's, and Bumblebee had to take a moment to think. Energon was something they could always use, but he wasn't sure he wanted to risk his team like that. But he didn't want to doubt them either.

"Drift, Grim, you in?" He asked. Drift nodded and Grimlock punched his hands together.

"Better in our hands than the enemy's."

"Yeah, and if there are any enemies, I'm always up for a fight!"

Well, that settled that, but he hoped there would be no need for a fight. The two went on their way into the woods, and the twins left the scrapyard not long after. Bumblebee knew he and Strongarm should go on their way too, but he had one more teammate to talk with.

"Fixit?"

"Yes lieutenant?" He asked, pausing his current work to listen.

"You'll alert me if you find any Decepticon signals?"

"Of course!" Fixit said, though he was a bit confused, "But why ask, hasn't that always been my job?"

"Well, yes, but I wanted to ask you something else as well. Could you make sure Knock Out and Thunderhoof don't act out?" Bumblebee asked, crossing his arms and looking in their general direction, "I'm wary of them both."

"I assure you, Thunderhoof is currently still too lethargic to be much of a threat. But Knock Out's a part of your old team isn't he, why would you distrust him?"

Bumblebee looked away unsurely. Knock Out had tried to redeem himself then, he'd gone through so much to try and prove he really wanted to be on their side. But after what he'd said earlier, after saying he regret defecting, Bumblebee wasn't so sure.

Knock Out had joined the winning team, but what if the Autobots _weren't_ the winning team anymore?

"Just a bit paranoid is all." Bumblebee sighed.

He finally took off after that, Strongarm following as they made their was to the city. Fixit went up to the Command Center, watching for any signs of Decepticons. Knock Out grabbed Arcee by the shoulders casually, stopping her from sneaking away and doing anything risky.

"Bumblebee's so worried about putting Thunderhoof in stasis when it should really be you." He said, yanking her back. She tried to go again, but he held tight and she eventually gave in, slumping to the ground in defeat. "If you're really itching that bad to do something, help me wake Thunderhoof. If he keeps putting off exercising and keeps sleeping he'll never heal."

Arcee groaned but got up and followed Knock Out to the sleeping tractor. She was no medic, and not much of an assistant, that was what Sunstreaker was for, but she'd try to help when needed. Even when she would much rather be hunting outlaws.

Knock Out knelt down to wake the other up, but Thunderhoof backed off before he got the chance.

"Just cause you think I'm powered down doesn't mean I am."

He transformed back to robot mode, but didn't bother standing until Knock Out told him to. He put most of his weight on his good leg, but the injured one no longer trembled as much when he stood on it. Knock Out took notice of this and got out his scanner.

"Does it always take this long for a limb to work right again?" Thunderhoof complained as Knock Out scanned him. "I don't like not being able to defend myself."

"Had this been a replacement limb? No, it wouldn't have even take a few days to get used to." Knock Out said, lowering his scanner to stare the larger mech in the face, "For a limb that got torn off, filled with caustic venom, reattached, and gets constantly mistreated by someone who refuses to listen to his doctor? _Yes it does_."

Irritated by Knock Out's accusing tone, Thunderhoof tried to kick him lightly. He missed, Knock Out leaning out of the way of the effortless kick and whacking Thunderhoof's leg with one of his wings. It wasn't too hard really, but it hit right in a spot that had been particularly sore, and Thunderhoof yelped as he stumbled and grabbed at his injured leg.

"Ey! What kinda medic does that?"

"One that takes no scrap from his patients." Knock Out said with a grin as he stood, "You're fine, leg's healing decently. But there's still the fact you're a mess of corroded wires and metal on the inside. That may take a while longer to deal with."

Thunderhoof huffed in irritation and Knock Out checked his scanner over again, Arcee taking a look this time as well. Most everything he read was what he expected to, but something was off and he tapped his scanner to try and fix it. The thing wasn't busted, was it?

Flicking the scanner with one finger, Knock Out muttered, "What I would like to know how someone who spends all their time sleeping has such low energy readings."

"Probably cause I'm not actually asleep most the time." Thunderhoof admit.

Knock Out looked at him in slight confusion, and Arcee asked, "What, why? You need the rest."

"I can't."

"And why is-"

"I just _can't_ , alright!" Thunderhoof barked back, finally letting go of his leg, "Ain't none of your slaggin' business."

Knock Out wanted to argue, but Arcee held him back. A vehicle was approaching the scrapyard, and though it was likely to be Denny and Russell returning from wherever they'd gone, there was still always the risk of potential Decepticons, or even other humans. Turning to the yard's entrance, they saw Denny's old truck approach, some boxes in the back. Nothing to be anxious about.

Arcee left to greet them and help out with the boxes. Knock Out ignored them, prepared to go back to Thunderhoof, but with the all too familiar sound of a Cybertronian transforming, he turned to see him a tractor again.

"You know we still have to exercise your leg, right?" He asked.

Thunderhoof just backed up and mumbled, "Don't wanna, too tired."

"Fine. Don't heal then."

Knock Out didn't feel like arguing with someone so ridiculously stubborn right now, nor did he really care to help out the humans. He realized he hadn't seen Bob around, perhaps he could hunt for her instead? Not particularly entertaining, but it was something. Hopefully she was still in the scrapyard, the Insecticon wandered off too much.

Looking towards Arcee and the humans he called out, "Thunderhoof's being stubborn, I'm gonna go bide my time elsewhere if you don't mind."

Grabbing a few boxes, Arcee nodded and said, "Alright, I'll be here with Denny and Russell."

"You better be!"

She rolled her optics as he walked off, waiting for Denny to tell her where to put his new collection. Both he and Russell each grabbed a box as well, leading her to wherever they planned on putting them. They stopped by the nearest empty shelf, gently setting down the boxes as Denny opened one up.

"So what's in these?" Arcee asked curiously, trying to peek inside.

Denny brought out a little wooden box and excitedly exclaimed, "Bread boxes!"

"Ah… I see." Arcee replied simply, still not entirely sure what the item was.

Denny began to ramble on about his finds, Russell ignoring him and getting to stacking them on the shelf. Arcee listened, curious about the items but not entirely taking in what Denny said. They put food in the wooden boxes, or they used to. Why were there so many food boxes.

Growing tired of Denny's rambling, Russell asked, "So, did anything interesting happen while we were gone?"

"Not much," Arcee shrugged, "Bee, Strongarm, and the twins went out looking for Decepticons, Drift and Grimlock went to retrieve some things from our ship, and Thunderhoof is refusing medical help."

"Is he alright? Did something happen again?" Russell asked, looking through the shelf and towards the corner Thunderhoof had been staying in. He was sitting there as a tractor and unmoving, not in any obvious signs of distress.

"No, he's fine." Arcee assured, "Just stubborn."

Knock Out had mentioned that. It didn't seem off, he was just like that Russell assumed, especially after considering their little adventure together. Someone who tried to run away after nearly dying twice was probably not a very compliant person. And that only made him likely to damage himself further.

"Just that hard to deal with, huh?" Denny asked.

Arcee just shrugged, they couldn't really do much for him anyway. If he refused help, that was it, they couldn't force it even if they'd wanted.

Finishing up with his bunch of bread boxes, Russell looked at his father and asked, "Hey, you mind if I go do something else?"

"No problem!" Denny replied, inspecting one of his boxes, "As long as Arcee's helping out I'm good."

"You alright with it Arcee?" Russell asked.

"No problem for me, I need something to do." She said, gently picking up one of the bread boxes, "And I'm curious to learn more about these little boxes."

Well, that made one of them. At least it gave his father someone to ramble to.

"Thanks!" Russell said, running off.

He took the long route, wandering down some of the further paths in the scrapyard and investigating the shelves. He took a moment to count a few things, a couple hubcaps, five old mailboxes. He wasn't looking for anything particular, just wasting a few moments, hoping neither Arcee or his father had watched where he'd gone.

It seemed they hadn't, because when Russell made it back to the opening in the scrapyard he saw Arcee leaning down and Denny holding one of his bread boxes. Seems he'd gone back to talking. Hopefully he'd be at it for a while.

Finally making it to where he was going, he gently knocked on one of Thunderhoof's doors.

"Ngh, whatta you want?" He grumbled, and Russell backed off a bit. "I was almost out for once…"

"I wanted to talk to you about something." Russell said, approaching Thunderhoof again and putting a hand on a wheel, "Can I come in?"

There was a delayed response, no sound or movement from Thunderhoof until he opened his door and muttered, "You're a dumb kid."

Ignoring the insult, Russell climbed in. It was much more comfortable than it was the last time he had been inside Thunderhoof, but that was to be expected since he had been overheated at the time. It was still warm, but not uncomfortably so, more like the typical warmth you'd feel from a living thing.

"Arcee said you're refusing help," Russell began as Thunderhoof closed his door, "I'm just here to tell you that's probably not a good idea. Why not accept it?"

Thunderhoof's engine revved quietly in what Russell assumed was irritation.

"Why's it matter?" He asked, "Half the bots in this scrap heap would probably prefer it if I'd just offlined here and now."

"I'm _not_ a bot though, and I don't want to see anyone suffer, bad guy or not." Russell said. "I just want you to stop being so stubborn and accept help, does that really upset you that much?"

Thunderhoof's engine growled again, but louder.

"This is just some excuse to interrogate me, ain't it?" He asked, "Those Autobots too cowardly to do it themselves, gotta send their tiny human to do it? _Ain't nothin' upsetting me."_

Russell looked around Thunderhoof curiously and said, "Something obviously is."

Well, that didn't work out how he'd planned. Thunderhoof sat silently a moment, trying to think of an argument. One wasn't coming as easily as they normally did.

"Fine. I lied. You're botherin' me." He said, opening his door, "Now get out. Go back to whatever it was you were doin' with those… Things."

"Bread boxes?"

"I've no idea what that is."

He kept his door open, but Russell didn't leave. Thunderhoof growled in an attempt to scare the boy, but he still didn't budge.

Figuring he'd irritated him enough, Russell finally said, "I won't tell anyone."

This seemed to quiet Thunderhoof, as he didn't argue back. Russell wasn't entirely sure why, and the silence made him nervous, but after a moment Thunderhoof shut his door.

"An' why should I believe you?" He asked, voice quiet.

"Because I'm not an Autobot." Russell said, "And because if you keep refusing help you won't get better. It doesn't matter that you're a criminal right now, you're hurt, and you need to accept help if you ever want to feel better."

"I don't want their _help_." Thunderhoof growled. "I don't care if I don't get better, I don't even want to be here."

"You're scared, aren't you?"

Thunderhoof went back to being silent.

"Is it the Autobots? Or is it because of the Pre-"

" _Don't."_

The fact it was that easy to get that response out of Thunderhoof was probably the most surprising part. And Russell was no fool, he knew such a rushed and agitated response could only point to one thing. He was avoiding telling the truth, refusing to say what was bothering him, but Russell could make a pretty good guess.

Thunderhoof was scared of the Predacons.

"Why not?" Russell asked, "They won't hurt you now, why are you still afraid?"

"I'm not afraid of them!"

"There's nothing wrong with being afraid."

"Do you _ever_ shut up?"

"You're avoiding the question."

Thunderhoof's engine roared.

"I don't _know_!" He yelled. "I've been shot at, beat up, had plenty of bots try to kill me, I don't know why this is so different! I don't know why out of all the things that I've been through, this is what decided to bother me!"

His engine quieted, and Russell felt him fidget.

"I don't know why every time I power down I have to _remember_. I have to remember what happened. I told the doc and your worthless Autobot friends I didn't remember most of it, but I _lied_. I've remembered it all, every detail. Teeth, claws, and _pain_."

"You remember what it's like to be the one getting hurt." Russell replied, "It doesn't feel good when the roles are reversed, does it?"

He knew that was stupid to say, but he felt it necessary. Surprisingly, Thunderhoof didn't act out, and Russell took the chance to say more.

"I don't know why you became what you are Thunderhoof, maybe someone raised you like that. Maybe someone was cruel to you and you decided to fight back." He said, knowing fully well he was pushing his luck. "But the things you did were wrong, and now you know what it feels like. Now you know what it's like to be the one to get hurt."

There was no argument back. Instead, Russell was suddenly thrown back as Thunderhoof swung both his doors open and started transforming. He was tossed about more, eventually landing hard on the ground. Thunderhoof was now above him, electricity sparking at his fingers and a look of uncertainty on his face.

"You-"

Humans were obnoxious, they didn't know when to shut their mouths, they said stupid things. Thunderhoof could always talk over them, drown out their annoying words with threats of his own. But not this time. This time he was stuck standing over a terrified child, electricity surging from his hands, but at a complete loss of words.

" _Worthless_..."

He wanted to angry. He wanted _so badly_ to yell at the boy, tell him all his assumptions were ridiculous and wrong. He wanted to scare him, laugh at his fear. But he couldn't. He couldn't do what he'd always done when someone made outlandish assumptions about him, because looking down at the frightened boy sparked other emotions he didn't want to feel inside him. But he brushed these emotions away, covering it with anger at himself and transforming back into a tractor, now facing the shelf.

"Autobot's shoulda offlined me when they had the chance…"

It took Russell a moment to regain his composure, and even longer to register Thunderhoof's words. He waited to see if Thunderhoof would move again, but he didn't. He was still shaking a bit after what had happened, the fear slow to fade, but managed to stand and walked off. It probably hadn't been a good idea to provoke Thunderhoof like that, from the sound of it he'd probably made things worse.

He looked around to see if anyone had noticed what had happened, but neither Arcee nor his father were at the shelf full of bread boxes. Thinking of the next best place to find someone, he looked towards the Command Center and saw everyone gathered there.

Had no one really heard any of that?

"Something happen?" He asked, walking up.

"Drift and Grimlock reported that _someone_ had been in Airachnid's ship, but all they'd found were footprints that lead to nowhere" Fixit explained, "They were assumably too big to be Airachnid's, so I'm unsure if she did it."

"Airachnid can control Insecticons, I wouldn't be surprised if she got some to do her dirty work for her." Knock Out said, wings twitching irritably, "What I want to know is what they may have gone after, and whether or not they went on my ship."

"There were no prints at your ship's entrance, so I assume not. But I've requested Drift and Grimlock to return, I think they found something." Fixit said, before actually taking a good look at Russell, "You're shaking, is everything alright?"

Not willing to admit what happened, Russell looked around at the others unsurely and said the first thing he could think of.

"Uhh, bees. There were a lot of bees. I think I scared them."

Most of the looks he got were confused at best, but it seemed to work. Knock Out seemed particularly amused, and his father a bit more in thought.

"I'll be sure to tell ours he's nowhere near as intimidating as the tiny Earth variety." Knock Out said.

"There's a beehive in the scrapyard?" Denny asked, "I'll have to check that out."

Russell sighed in relief. Thank goodness they fell for it. He'd probably only get into more trouble if he told the truth. He couldn't imagine anyone, especially his father, would be too happy about what he'd done. It was a bit dumb admittedly, but even if he was worried he'd made things worse, he still felt like he'd managed _something_. Because even though the ordeal still frightened him, Thunderhoof hadn't actually been angry when he'd launched Russell out of him.

He'd actually looked _conflicted_.

Hearing the sound of an approaching engine, he looked towards the woods, Drift and Grimlock rushing in. Drift transformed, deployed his Mini-Cons, then walked up to the others. Slipstream grabbed something from Grimlock.

"We found something unusual on Airachnid's ship," Drift reported, his Mini-Cons and Grimlock walking over as well. "Some sort of vial, full of a fluid I can't identify. There seemed to have been more, but the area it was in had been ravaged, likely by whoever had broken in."

"How many?" Fixit asked. Arcee leaned down and grabbed the vial from Slipstream, Knock Out coming over to inspect it

"Three of them I assume, the footprints were different." Drift said, "We would have pursued, but it seems they'd taken to the air at some point."

"That's probably a good thing." Knock Out suddenly interrupted, taking the vial from Arcee and inspecting it.

Grimlock looked at Knock Out confused and said, "But we might've been able to find their hiding place! That would've been better, wouldn't it?"

"Well, if they didn't find _you_ first." Knock Out said, before holding out the vial so everyone could see it, "Do you know what this is?"

Grimlock shook his head, and the others looked the vial over. It seemed they didn't.

"This is Predacon venom." Knock Out elaborated.

"Predacon venom?" Arcee asked, "Where in the universe could Airachnid have even gotten _that_? As far as we know there's only one venomous Predacon alive, and she's here on Earth!"

Knock Out's wings twitched as he continued looking the vial over, "And so is Airachnid. I'm beginning to think things are a bit more connected than we would have liked."

And to think they weren't terribly stressed out that morning.

"Try to call the others back." Arcee suddenly demanded, looking to Fixit, "It'd be better if they came back for now, we shouldn't risk it. We need to make some sort of plan to deal with this."

Fixit nodded, "I'll see what I can do.'

"Work on a repair plan for Predaking when you can too," Knock Out asked, walking off, "I have antivenom to make."

Primus knew they'd probably need it.


	12. Break

**Don't bottle in emotions**

* * *

There hadn't been any sign of Airachnid for days, and Bumblebee was beginning to have doubts on whether she was truly on Earth. It didn't feel real, but considering the fact it was Thunderhoof who told them, a bot with absolutely no connection to Airachnid as far as he knew, it was likely she really was here. And though he wouldn't admit it to his team, it almost scared him. Airachnid was one of the worst Decepticons he'd dealt with, far worse than any Alchemor prisoner, and he hoped they could take care of her quick. He didn't want his team to go through the same things he had been through.

Speaking of the Alchemor, no one on the team had seen any sign of Steeljaw, or any other Decepticon for that matter either. And with their potential acquisition of Predacon Venom, he really hoped they weren't planning something. Knock Out may have managed to create an antivenom from the vial he'd obtained, but something about it didn't seem right. It didn't quite match up with the one Shockwave had given to his Predacons, so its viability was questionable at best.

"You alright sir?" Strongarm asked. They'd been sticking with their decided teammates, so she'd been driving along with him.

"Don't worry about me, I'm fine." Bumblebee assured, "Just a bit overwhelmed is all."

Strongarm hummed, "I'm sure we all are sir. It can't be easy dealing with so many threats at once, but we should be alright! We always are with your leadership."

Had he not been in vehicle mode, Bumblebee would have smiled. At least someone had faith in him, even if his own seemed to be faltering. She was right though, things would work out. His old team had caught Airachnid before, how hard could it be to catch her again?

Though, there was the whole 'Energon sucking monster' thing to deal with now…

Thankfully, Strongarm got that thought out of his head as she said, "There doesn't seem to be anything around, and we've been at this for hours, permission to return to the scrapyard? I don't like leaving Thunderhoof with Russell and Denny."

"Permission granted, we're getting nowhere today. And don't worry about Thunderhoof. Fixit, Grimlock, and Knock Out should hopefully be able to deal with him if he acts out." Bumblebee replied, trying to reassure himself as much as Strongarm, "And if Sunstreaker's anything like Sideswipe, they've both probably already returned to base."

"That's what I'm worried about… I don't trust _either_ of those two not to pick a fight."

They went on their way to the scrapyard, Bumblebee thought about cutting through the woods, to look for any signs of Decepticons, but ignored the idea. He was getting a bit tired. He wasn't sure where to look for Airachnid, or any other Decepticon. Her ship had remained empty as far as they knew, they had checked it over, but had seen no signs of entry. If she really was here, she was doing a good job at hiding this time.

Pulling up to the scrapyard, a car left. Seemed Denny had had a customer, and knowing that the scrapyard was currently homing a narcissistic seeker and an aggressive Decepticon, Bumblebee was immediately concerned. Both should be wise enough to stay in their vehicle modes, and the car didn't leave in a way that appeared panicked, but if someone tried touching them…

" _Tacky?_ Has she even _seen_ what her own species has done to vehicles?"

There it was. At least it seemed he'd waited until the human had left to complain. Thunderhoof's complaints came soon afterwards.

"Least you weren't called faulty. Woulda smacked that obnoxious human again if it hadn't been for this blasted- AGH"

Something thumped, and both Bumblebee and Strongarm transformed and ran to the entrance, the latter muttering, "I knew this was a bad idea."

They entered the yard quickly, expecting Thunderhoof to have done something violent, but instead were surprised to find the agitated mech sitting in his corner. He was trying to pull a tattered tarp out of his antlers, and was growing increasingly frustrated as it stayed caught. A few of Denny's items littered the floor, and it was easy to figure out the thump had likely been Thunderhoof hitting his head on the shelf.

Eventually, Knock Out paused his own ranting to go over to Thunderhoof and help untangle the ruined tarp, muttering, "Maybe if you had waited to transform this wouldn't have happened."

"Well maybe if that human hadn't touched me with it's greasy hands, this thing woulda never even been put it on me in the first place!" Thunderhoof argued, grumbling as he tried to pull his head away, but Knock Out got him to sit still again by yanking his antlers back towards him.

They hadn't seemed to notice Bumblebee and Strongarm's arrival. Not that the two had really said anything, they were a bit distracted by the event in front of them. They weren't sure what they were expecting, but it hadn't been this.

And then Thunderhoof managed to make it more ridiculous.

"Y'know, you really are tacky."

Finally tearing the tarp away, Knock Out balled it up and threw it back at Thunderhoof and yelled, "So says the one who scanned a vehicle that's so ashamed of itself it's normally the same color as the flora of the planet!"

"Alright, enough!" Bumblebee shouted, getting between the two. He stepped in just in time to get hit by the balled up tarp as Thunderhoof threw it back, and Bumblebee turned to him in irritation. Thunderhoof just held his hands up in mock innocence.

"Can't charge me for assault." He said, turning to Strongarm as well, "Wasn't even aimin' for him."

"We could still charge you for attempting to assault a Medical Officer." Bumblebee replied.

"You bots ain't that petty."

"Don't test me."

Thankfully that threat was enough to make Thunderhoof stop, and Bumblebee dropped the tattered cloth in front of him.

It was almost strange, how quick it had been to get used to Thunderhoof sitting around the scrapyard. The humans had already started treating him as if he were something they'd been dealing with for months. He supposed it wasn't too unusual, they'd gotten used to bots like Grimlock running around pretty quick, but the fact Thunderhoof had a much worse criminal record than the Dinobot worried him. Thunderhoof may be acting arguably civilized now, but Bumblebee knew it was only a matter of time before he tried to escape, or worse, hurt someone.

Ignoring that for now, he wandered up to the Control Center, Strongarm following, leaving Thunderhoof and Knock Out to go back to their bickering. Denny was talking with Fixit as if nothing had happened, and the Mini-Con was typing away at his computer and chatting back.

"So what was all that about?" Strongarm asked as soon as the two greeted them.

"Eh, got a customer who got a _little_ too touchy with the vehicles." Denny explained. "Threw a tarp on Hoof when he slammed his door into her face, and I'm pretty sure Knock Out was barely holding back-"

Waving his hands, Bumblebee interrupted, "Woah now, wait a second here. _Hoof_? We're doing nicknames for the prisoner now?"

Denny shrugged, "Well, Thunderhoof's a bit of a mouthful, so why not? He doesn't seem to mind."

"Have you forgotten about the fact he's a criminal?" Bumblebee asked, genuinely concerned, "I'd rather you not get too friendly with him. In fact, I'd rather you not even go near him. He could hurt you, or worse."

"I appreciate the concern Bee, but I think we can take care of it." Denny assured, "Russell and I have helped our fair share with the Decepticons, haven't we? I don't think Thunderhoof will be a problem."

"I still don't think it's worth the risk." Bumblebee said, looking to Fixit afterwards, "Any signs of Decepticons?"

Fixit shook his head, "No, and the others haven't reported seeing anything noteworthy either. I assume they'll be returning shortly."

Bumblebee nodded. He didn't like this one bit, no sign of Decepticons and no way to track them down. Well, no way except the aggravatingly stubborn Thunderhoof, who still hadn't told them anything, and Bumblebee was sure he'd resist as long as he could. He'd always respond with the same thing, that he wouldn't risk ratting out the others as long as he was too weak to fight back.

As it was, he'd certainly recovered significantly since the Predacon attack. His leg had healed enough to where he could stand and hobble around a short ways, but not enough to actually get very far. Though he still seemed to be fatigued from the aftereffects of Ripclaw's venom, and spent a lot of his time trying to rest, but Knock Out assumed that was normal. He had no experience working with Predacon venom, but the symptoms were similar to some other poisons he'd messed around with in the past. It would likely fade over time, Cybertronians were resilient.

Bumblebee had questioned his choice of words and what he meant by 'messing with poison', but Knock Out had assured him it had all merely been research. Knowing that the medic had a questionable past as a Decepticon scientist, Bumblebee had doubts this was entirely true, but hadn't questioned further.

"How much longer until he can be put in stasis again?" Bumblebee asked as Knock Out approached, apparently done with his bickering.

"I seem to have forgotten just how much you forged and raised Autobots fear the rightfully agitated former labor caste." Knock Out said, before looking to Strongarm, "I'm no expert on the rules and regulations, but I'm sure there's some sort of moral code against forcing a chronically ill bot into cryostasis, isn't there?"

"Actually, there isn't much about that in the books." Strongarm admit, projecting her rulebook, "We put Steeljaw in stasis after his self inflicted injury, but it was considerably more minor than Thunderhoof's were, and less likely to cause long lasting damage. Though, I suppose it would be morally wrong to put Thunderhoof in stasis, all things considered."

Knock Out nodded, and Bumblebee sighed in defeat. No one was on his side for this, and though he saw their points, he still didn't like it. He wanted the threats contained, and he wouldn't be calm until they were. He walked off to distract himself, leaving Knock Out and Fixit as they began to talk about Predaking's repairs. Strongarm went to follow Bumblebee, but was stopped by Fixit.

"Knock Out's planning to go out and work on Predaking, and since Bumblebee doesn't want any of you going out alone, he'd like to know if you'd join him." Fixit explained.

Strongarm agreed, and thankfully left Bumblebee alone. It was for the better, he was too stressed to deal with much right now. Maybe if he found a place to sit and relax…

"Oh, hey Bee! Didn't know you were back already!"

Or not.

Waving in greeting, Bumblebee said, "We got back a while ago Grim, about when Knock Out and Thunderhoof started complaining."

Grimlock looked to him a bit confused and said, "They've been complaining almost all day though. Well, mostly Knock Out, Thunderhoof's been mostly quiet but I think he was asleep most of the day."

"Their most recent complaining then." Bumblebee explained, beginning to wonder how any of his team managed to tolerate the two. It would certainly drive him crazy if he had to deal with both of them. "Hey Grim, if you don't mind, could I have some time alone? I've been a bit stressed and I need some time to myself."

"No problem!" Grimlock said, "I gotta find Bob anyway, she went scuttling off somewhere when that lady came in. I hope she didn't go into the woods to look for Sunstreaker."

He ran off, in search of his new Insecticon buddy. Bumblebee had assumed Grimlock would be upset he couldn't go out and do much while everyone else went on to patrol the roads, but he seemed happy as long as he had someone to mess around with. It was a good thing too, because Bob was prone to wandering off.

It'd all work out though, Bumblebee assured himself, wandering off further to lean against a wall and stare at the clouds. He was supposed to be the optimistic one, right? If he'd been the ray of hope for Team Prime, he could be a little more optimistic for his team, couldn't he? He wouldn't let this stress get to him.

Strongarm was right, they'd be okay. They usually were.

He must've dozed off after a while, because it wasn't very long until Strongarm came up to him, and he noticed the sky was a light mix or orange and pink. It was evening now.

Upon noticing him shake his head to wake up, Strongarm said, "Oh, I'm sorry, I thought you were awake! If I had known-"

Bumblebee held a hand up to stop her as he stood and responded, "It's alright, I shouldn't have fallen asleep like that. Think the stress might've gotten to me, but I'm fine now. Anything to report?"

Strongarm shook her head, "If you mean Decepticons, no. Sideswipe and Sunstreaker returned just a moment ago, and Drift and Arcee are still out at the moment, but they're fine. I was just going to tell you that Knock Out and I are wondering if we should wait until they return to go."

He had hoped there'd finally been some Decepticon sightings, anything to do would be nice about now.

"Might be better to wait until dark," Bumblebee said, "It'll be less busy out anyway, and you'd have an easier time sticking together when there's less people around. Might be a bit odd to see a police car and a bright red jet flying together, right?"

Well, Knock Out would be a bit higher in the sky, but better safe than sorry. Strongarm seemed to agree, as she nodded and returned to the Command Center where Knock Out was waiting. Taking a moment to stretch and loosen himself up, Bumblebee followed. Fixit and Denny weren't there now, likely having wandered off to do something else, but Sideswipe and Sunstreaker were standing nearby and complaining to each other about dirty roads, and Knock Out seeming to be listening in. Grimlock had also managed to find Bob, as she and the dinobot were wrestling each other.

"Try not to break anything again, will you?" Sideswipe stopped his complaining to shout at the two, "Neither of us want to get in any more trouble for your rough housing!"

Well, that made things seem reasonably normal, for their usual shenanigans anyway. But things were not normal, and Bumblebee was quick to check on their Decepticon prisoner. He was immediately alarmed to see him not in his spot. He turned back to the others in irritation, ready to scold them for somehow managing to let an _injured prisoner_ get away, but paused as he saw Thunderhoof sitting by the Ground Bridge.

He rushed over, snatching the tool he was about to grab and demanding, "What are you doing over here, and how did you get over here without anyone noticing?"

"I'm doin' what your Mini-Con asked me to." Thunderhoof explained, pointing to Fixit beside him, "Somethin' that'd be a lot easier to do if you'd give me that back."

Denny and Russell were with Fixit as well, apparently this was where they had wandered off to. All were looking at him in confusion, and it was no wonder, seeing as Bumblebee was standing over them all and holding away a simple tool like it was something a child had been trying to get to. Except instead of a child, it was actually a thirty foot Cybertronian, and a very obviously unamused one at that.

Brushing away his embarrassment, Bumblebee tried to defend himself and said, "How do you know he's not going to turn it into a black hole like the first one?"

"D'you really think I wanna go through that again?" Thunderhoof asked, but was shushed by Fixit as he chose to explain. It irritated him, but he didn't complain as the other spoke.

"Thunderhoof has experience with Space Bridge tech, remember? I asked if he could help me upgrade our Ground Bridge, and he agreed."

Looking back at Thunderhoof unsurely, Bumblebee asked, "But is he _really_ worth trusting?"

"You seem to forget that I was the one originally in charge of the Alchemor's prisoners, lieutenant." Fixit said, rolling up to him to retrieve the tool. Bumblebee was hesitant to give it to him, but eventually complied, and Fixit handed it to Thunderhoof. "I think I can determine whether or not a prisoner can be trusted. I asked for Thunderhoof's help, and he agreed. I don't think he'll be doing anything that could land him in more trouble at this point."

"'Sides, didn't you bots make it a thing on Cybertron where prisoners are forced to do work? And that helping can actually get you outta that hole quicker?" Thunderhoof asked irritably, slowly standing to get to work on the bridge. "Unless you Autobots scrapped that last bit, wouldn't surprise me none."

Bumblebee wanted to argue, but couldn't. Fixit had a point, he had been the one originally in charge of the Alchemor, and he knew more about its prisoners than he did. But that didn't stop him from distrusting Thunderhoof. He could be planning something, and Bumblebee would do his best to keep an eye on him. If Thunderhoof knew how to build Space Bridges, he knew how to tamper with them too.

He walked off, leaning against the Command Center and doing his best to look ignore the others so he could pay better attention. But it didn't take very long for Thunderhoof to realize Bumblebee would occasionally glance at him distrustfully, and as much as he tried to ignore him, it only managed to irritate him further. He eventually began to paw at the ground lightly.

Denny seemed to notice the agitation, and sent Russell off to distract Bumblebee, asking Thunderhoof, "So uh, how do you even know how to build these things in the first place? Doesn't seem to be common knowledge."

"According to Autobots, it's what I was forged for. Good for physical labor, but no good in a cramped space like a mine. So I got tasked with building." Thunderhoof explained, leaning down to exchange his tool for another and huffing in annoyance, "Maybe if the Autobots had bothered to build the bridges themselves they'd actually know how it was done. Even humans can bother to learn."

"I'm sure we would've managed eventually!" Bumblebee barked back, Russell trying to stop him from making things worse. He quieted down a bit, muttering, "Who needs an irritable old Decepticon like you to do it anyway? Bet it wouldn't take too long to figure out."

Unfortunately, Thunderhoof still heard him.

"Yeah? Well get to it then!" He snarled back, pawing the ground again in annoyance. His grip on his tool tightened, and it bent slightly. "Would make it a whole lot easier for the bunch of us."

Backing off from near Thunderhoof and by a somewhat concerned Fixit, Denny took a chance to stop Bumblebee from arguing back and asked, "Hey, can we please all just get along and stop with the fighting?"

Turning to glare at Bumblebee, Thunderhoof threw his tool to the ground and yelled, "Not if _he_ keeps purposely provoking me! I haven't done nothin' to harm anyone in this scrap heap, yet he keeps treatin' me like some sorta-"

Thunderhoof cut himself off, hands going to his head as he cried out in frustration and pawed at the ground again, hard enough to leave deep gouges and kick up dust. Every bit of coding in him was telling him to charge the irritating yellow bot, _the threat_ , and it was near impossible to fight the instinct off. He knew he'd only collapse on his busted leg, and he didn't want to give in to the Autobot's taunting, or prove him right.

Bumblebee saw him as what all Autobots saw his kind as. A servant. An animal. _Prey_.

"A criminal? That's because that's _exactly_ what you are!" Bumblebee argued, taking a step towards the others, "You've hurt too many people for me to even think about trusting you!"

Electricity sparked across Thunderhoof's fingers. "And you haven't? You've probably murdered more Decepticons than I've stomped Autobots! Or do they not matter to you? They're not people to you, right?"

Even the twins and Grimlock had quieted from their conversations and rough housing to watch and listen in on the fight going on nearby. Fixit was quick to step in, rolling up between the two fighting bots and said, "Now then, that's enough, both of you. I'm sure we can settle this-"

Bumblebee cut him off, stepping around him and grabbing a pair of stasis cuffs, saying, "I don't care what Knock Out or the others say, I'm putting you in stasis. You can't be trusted, you're too dangerous."

He approached Thunderhoof, and the larger bot stepped back, but only hit the Space Bridge. He continued to paw the ground anxiously, electricity sparking across his hands and legs as the Autobot approached.

"Don't you _dare_ touch me." He growled, stomping the ground lightly to try to scare Bumblebee off. It caused a small tremor, but it wasn't enough to faze the other, and Bumblebee continued to come closer. Thunderhoof pawed the ground once more, electricity growing stronger, and put his hands to his head as a rush of panic went through him suddenly.

 _Kick him_. _Charge him_. Stupid instincts. _Run_. Coward.

Bumblebee managed to grab one of his arms in his confusion, but he was quick to yank it away. He stumbled back and fell to the ground, beginning to tremble as he growled, "Get away from me!"

Was he panicking? Why would he be panicking? He'd dealt with worse!

 _Kick him._

His leg twitched as he backed up from the Autobot, hitting a wall again. Some things fell on him, and he jumped. Bumblebee looked irritated, more threatening than usual. Was it the setting sun? Was it the darkness? He could see in the dark, no problem, why was it bothering him now? Why was an Autobot _scaring_ him?

 _He's a threat! Charge him!_

Fixit and the humans were concerned, the twins, Strongarm, and Grimlock confused. Knock Out just stared on silently. Bumblebee's aggression was one thing, Thunderhoof's sudden terror was another. They'd never seen either act like this before, and it was beginning to become worrisome. Thunderhoof tried backing up again as Bumblebee took another grab at his arms, but only succeeded in being pelted by more items on the shelves.

"Could someone help me with this?" Bumblebee asked irritably.

Sideswipe was quick to respond, "Ah, Bee, I don't think-"

Panic was becoming the only thing fueling Thunderhoof now. He kept getting grabbed at and he didn't like it. He wanted it to stop. Something was terribly wrong. This wasn't an Autobot anymore, this was a _predator_.

"You know, this would be a lot easier if you'd just _stop struggling_!"

And with those words, Thunderhoof was face to face with something terrifying. A predator, a threat, and he finally gave in to instincts.

 _Fight! Run!_ _ **Survive!**_

"I said get away from me!"

Bumblebee flew back as he was hit with an electrified kick, colliding with Grimlock as the Dinobot managed to catch him. He took a moment to register what happened, pain surging through him as the electricity faded, though pain continued to linger in his chest. He looked down to see it dented and cracked. It had been foolish to approach Thunderhoof alone, that kick could have easily offlined him had he been against a wall, or the ground. And that was exactly why he wanted the Decepticon back in stasis.

Removing himself from Grimlock's arms he turned to the Dinobot and said, "Now do you see why I want him in stasis! He's dangerous!"

But no one seemed to believe him, as they all chose to stare at him in shock instead. He was tempted to argue, but instead just decided to go back to going after Thunderhoof himself. But upon turning back to the prisoner, he didn't look particularly threatening. Thunderhoof was bunched up and shaking, hands at his head as he whimpered to himself. It was a major change in his demeanor, and one Bumblebee had missed in his frustrations. It was actually quite concerning.

"Well, I think it's about time we all had a little talk, _isn't it_?"

Knock Out had finally taken a chance to speak, and walked up to Bumblebee. He didn't seem particularly happy.

"If this is about wanting to lock up a dangerous criminal like him, you won't win that argument." Bumblebee said.

"Oh no, it's not about that." Knock Out assured, "It's about the fact you _only_ want to lock him up because he was a Decepticon."

Bumblebee raised a hand to argue, but Knock Out wasn't having it, and he raised his own to stop him.

"Let me ask you something," He began, "Say Thunderhoof was an _Autobot_ crime lord, would you be as inclined to lock him up?"

"What? Of course!" Bumblebee argued. "Faction has nothing to do with crimes!"

"Does it?" Knock Out asked, a hint of irritation in his voice, "Then tell me, why is _every single_ prisoner in the Alchemor's database a Decepticon?"

Bumblebee wanted to argue, but Knock Out still wouldn't let him.

"It's because Autobots slap the badge on any bot who _dares_ speak their mind against yours." Knock Out hissed, putting his hand on his own badge, "Your _beloved_ Autobots tore the tires off my back and carved the Decepticon emblem into my chest. Do you want to know _why_?"

This time Bumblebee made no attempt to argue.

"It's because every bot who steps out of line is branded a Decepticon."

Strongarm gasped. Sideswipe and Grimlock looked on in disbelief.

"That's not true!" Strongarm cried, "Autobots would never-"

Sideswipe cut her off, "Save it Strongarm, I don't think we should be butting in on their arguing. Doubt we'd do much."

Surprisingly, she listened to Sideswipe and went quiet. Bumblebee just stared downward, Knock Out finally backing away from him.

"I want you to come with me to work on Predaking instead of Strongarm." He said, walking to Thunderhoof, "We need to have a more _in-depth_ discussion, if you don't mind."

Thunderhoof was still curled up and shaking where he was sitting, but no longer whining. He didn't seem to notice the other's approach, but instead of trying to get his intention, he looked to Russell and motioned for the boy to come over. He was a bit hesitant, but walked up to Knock Out, who then motioned to Thunderhoof. Russell took a pretty good guess at what he was being told to do.

"But why me?" He asked.

Knock Out shrugged. "I think he'd sooner talk to you than me right now."

Russell felt unsure, but tried anyway.

"Thunderhoof?"

Russell saw him fidget, but he refused to uncurl his body and kept his hands on his head and his eyes shut.

"Thunderhoof, please look at me." Russell said, taking a chance to walk closer to the frightened bot. Thunderhoof wouldn't hurt him, at this point he knew he wouldn't. "It's alright, please just look at me."

"Stupid, worthless, busted piece of _scrap_!"

Thunderhoof stomped the ground as he yelled, not even caring about the pain it caused him. Russell immediately backed off at the outburst, and Knock Out's wings jolted in surprise.

"D'you Autobots get some sorta kick outta watching me suffer?" He asked, body trembling in a mix of fear and anger, "I'm a faulty pile of scrap with nothin' left, yet you keep me alive? There ain't no reason to keep me alive! I can't walk, I can't sleep, I can't even act right anymore! What's the point of keepin' me around anyway, is it _fun_ for you?"

He'd finally broken, and he couldn't take it anymore. He punched the ground and turned to Knock Out.

"Why didn't you just let me _die_?"

He curled back up, barely keeping himself together, until noticing Russell staring at him. The boy seemed upset at Thunderhoof's words, and it only frustrated him further. The kid was beginning to care about him, and he _hated_ it. He was broken. Useless. There was no good in him, why couldn't the kid see that?

He eventually became painfully aware that the Autobots were looking at him as well, and in an effort to hide his weakness, Thunderhoof eventually transformed. There was a moment of unsure silence, until Knock Out finally walked over to Bumblebee.

"We should probably go now."


	13. Make a Deal

**Major apologies for the wait! Personal things have gotten in the way.**

* * *

The trip to the Predacon's cave had been silent, almost awkwardly so. Knock Out hadn't said anything since they left, and Bumblebee was in no hurry to encourage him. Even when they entered the cave and got assaulted by Ripclaw's complaints about taking too long, Knock Out still said nothing. He'd simply gone to work on Predaking, coaxing the Predacon into listening to him with the same candy he'd often give to Bob.

Bumblebee was growing curious as to what it actually was. The fact it worked on Predaking of all bots surprised him. He didn't dare ask though, as he wasn't really looking forward to whatever it was he'd scold him for next.

"So what's got Sparkles' wings in a knot?" Ripclaw asked. She could tell just by the way they'd come in that neither were in a particularly cheery mood. She could also see that Bumblebee was mildly injured, and she could smell the Energon that had leaked from his cracked armor.

Seeing how nobody answered her first question quick enough, she then asked, "Actually, more importantly, you bots bring anything to eat?"

"Must've slipped my mind." Knock Out answered, ignoring Bumblebee for the time being.

Ripclaw slumped to the ground pathetically, staring at Knock Out and whining, "Aw, c'mon, we haven't eaten in so long! You bots took our only meal away!"

"Are you really still not over that?" He asked, stopping his work on Predaking to look down at her. "We'll bring you some Energon tomorrow, I promise. I meant to do it today but _someone_ distracted me, and I forgot."

His tone was accusing, and Ripclaw didn't understand why. She thought he may have been angry at him for some reason, but noticed Bumblebee flinching away at Knock Out's words. And that made her interested.

"Oooh, what'd you do?" She asked, blissfully ignorant of the two's current irritation for each other. "You steal something of his maybe?"

"I was doing my job." Bumblebee replied simply.

Knock Out's wings twitched in annoyance.

"And now I need you to help with mine." He said, voice calm. "Give me my kit, would you?"

Bumblebee reluctantly obliged, and Knock Out took some tools out of it, and got to work. Bumblebee and Ripclaw watched nearby, the former going to lean against the cave wall as the medic got to messing with Predaking's T-cog. Whatever he was doing didn't take too long, and with a few clicks and a sudden yelp from Predaking, he grabbed his tools and got up.

"Alright, so that should hopefully settle that." He said, dusting himself off. "Try to give it a few days before you try to transform again."

"What'd you even do?" Ripclaw asked, looking between Knock Out and Predaking in confusion. The larger Predacon was looking over his body, trying to figure out what had been done to him.

Knock Out shrugged, "Dented T-cog, just had to wrench it back into shape."

"It took you all that time to do _that_? Why didn't you just do that in the first place?"

"Because you Predacons are made of a metal far less flexible than an average Cybertronian. I had to have Fixit help with creating the right tool, and I needed to check for any other damage." Knock Out explained, putting his tools away and walking up to Bumblebee, "Predaking's predicament struck me as a bit suspicious. I had to check if anything else may have been damaged, or if he was acting more feral than normal. But he seems to be fine."

Bumblebee couldn't help breaking his silence against Knock Out to voice his confusion, "But what does his behavior have to do with his T-cog?"

Knock Out seemed to think, choosing his words carefully before asking, "Have you ever heard of a Cybertronian process called Domestication?"

Bumblebee and Ripclaw shook their heads, and Knock Out continued.

"It's a torture method for bots with an alt mode that's even slightly bestial. Brains, voice boxes, T-cogs," He pointed to each individual area on Bumblebee as he explained, "Bots who practiced it _mutilated_ them. It's an old practice, one I'd thought abandoned, but I suppose not..."

He went back to thinking to himself for a moment, wings twitching as he turned to Predaking and asked, "Do you remember anything about the bot that did this to you?"

He just growled back, not quite willing to admit such a defeat. Knock Out reached into his kit and brought out another few pieces of candy, and offered them to him.

"I know you don't want to talk about it, but this is important." He said, allowing both Predaking and Ripclaw to inspect the treats in his hand, "Other bots may be in danger."

Predaking hesitated, but after a moment he spoke to Ripclaw in their language. Since he couldn't communicate to the Autobots in beast mode, she had to be his translator. It wasn't something he wanted to explain, but even Ripclaw only knew about as much of what happened as the Autobots, and it was only right to tell her. The Autobots hadn't show any ill will since they'd shown up either, and they'd helped him, so it seemed alright to tell them.

"He didn't see 'em at first." She began, taking the candy from Knock Out and speaking for Predaking every time he stopped, "He was just flying back to Shockwave's hideout. Hunting for fuel when something shot at him. It knocked him to the ground and knocked him out for a while. When he woke up he was being pinned down by something sticky, and someone was messing around with his internals. He managed to burn the sticky stuff and tried to fight 'em off, but they flew away."

After he finished, Ripclaw looked up at him worriedly and asked, "Why didn't you tell me? I could've hunted them down instead..."

Predaking grumbled something back, and the two got to discussing things in their own language again. Knock Out ignored them, and took something out of his kit. Bumblebee immediately recognized it as the same cracked datapad that they'd brought in with Thunderhoof when he'd been attacked.

"Hey, that's still evidence you know!" He said, pointing to the other accusingly.

"Evidence for what?" Knock Out asked, ignoring Bumblebee as he skimmed through it. "We know what happened. What are you going to do, arrest a Predacon?"

He ignored any dirty looks Bumblebee may have given him and continued looking through the datapad. After a few moments, he found the pages he was looking for, and held it out to Bumblebee. It was a file on Airachnid, one that Bumblebee didn't remember seeing before.

"Bet you didn't know the Alchemor had a most wanted list, huh?" He asked as Bumbelbee began looking the page over, "I asked Fixit to download the data for Airachnid."

Bumblebee took the pad, skimming through Airachnid's file before getting the Predacons' attention. He couldn't help but hope that Knock Out was being paranoid as he read over the things she'd done, both before and during the war. Attempted extermination of multiple species, murder, torture. Knock Out said domestication was a kind of torture, was there a chance Airachnid knew how to do it?

Pulling up some pictures of Airachnid that showed her in both bot and vehicle mode, Bumblebee reluctantly asked, "Is this the bot that attacked you?"

Predaking hissed at the pictures, and Bumblebee had to jump back as he swung his tail towards him. That seemed to confirm enough for him, and he turned to Knock Out, not entirely sure what to expect. He was understandably irritated.

"Bumblebee, do you know why I brought you here?" He asked.

Great, he just had to bring this up at the worst of times didn't he? Bumblebee shut the datapad off and groaned. "Now, really? You can yell at me for that later. We have more important things to deal with."

He went to walk away, ready to leave the cave and get back to work, but was stopped as Knock Out grabbed his doorwing. He yanked Bumblebee back to look at him.

"No. I think this is important enough as it is." He said, "But you have no right to treat any Decepticon, former or not, like you did with Thunderhoof today. It doesn't matter that he's a criminal, he's suffered just as much from the war as we have. You've done nothing but stress him out to the point of him damaging himself further."

"Didn't you notice what he did to me?" Bumblebee asked, motioning to his damaged chassis, "He's dangerous, Knock Out! He's killed before, and I'm sure he'd do it again. I don't want to risk him hurting my team."

"We've all killed someone at this point Bee! Don't consider yourself innocent! Do you know how many Vehicons I had to repair on the Nemesis? How many I _failed_ to save because they got into fights with your team of Autobots?" Knock Out growled, his wings folding against his back in irritation as his voice lowered, "Whether or not you think of them as more than drones, Vehicons are _alive_. They have sparks, they think, they wanted the fighting to be over. Decepticons may have created them for their purpose in war, but you Autobots _slaughtered_ them because of it."

"Don't forget that you're one of those Autobots yourself now." Bumblebee argued back. This time Knock Out's wings flared.

"This has nothing to do with that!" He shouted, before leaning against the cave wall and putting his face in his hands, growling to himself as he felt the patch over his eye. "Look, I didn't bring you here just to yell at you for your immoral prisoner treatment. I need to apologize."

"Apologize?" Now that caught Bumblebee off guard. "For what?"

"Well, as much as I don't like your treatment of former Decepticons, it's justified in the same way as my wariness of Autobots I don't know." He said, lowering one hand from his face, but keeping the other in place and covering his patched eye. "But I want you to promise me you won't lash out at Thunderhoof, or any other Decepticon like him, again. He's damaged Bee, and he may never heal completely. The least you could do is treat him like a person and not a prisoner."

"Fine, but I need you to promise me something too." Bumblebee requested. Both Knock Out and Arcee had been hiding things from him when they first arrived, and he wouldn't doubt Knock Out to be hiding a few more. "No more secrets. Anything else you'd like to admit?"

Knock Out's hands left his face, and his wings drooped. He seemed hesitant to admit anything else. After a moment, he sighed and asked, "Will you hold up your part of the promise if I do say something?"

Bumblebee nodded and crossed his arms, waiting to hear whatever else the medic was hiding.

"Fine. I lied to you about knowing Thunderhoof." He admit. Seeing the nw confused look on Bumblebee's face, he explaining further, "I knew quite a few of the Cons on the Alchemor database, but I _worked_ with Thunderhoof. I used to be a weapons designer, and his underlings would buy from me often, though we hardly spoke face to face."

"Does Arcee know?" Bumblebee asked, Knock Out shaking his head in answer, "Alright, now I don't want to say I doubt you, but neither of you seemed all that familiar with each other."

"That's because when I was selling him weapons, I had already began transitioning myself to a vehicle frame." Knock Out explained, "And at the time, Thunderhoof had a beast alt. Not to mention that was millenia ago, and you can't expect anyone to remember every name."

Giving himself a moment to take it all in, Bumblebee sighed, "Honestly, I think I'm more worried about the weapons designer bit. Never thought much of Thunderhoof's alt, I'd never actually known one of his kind." He paused a moment, "Did you know Steeljaw?"

"No, I didn't know Steeljaw. Nor would I have wanted to." Knock Out replied, "But you do know Cervicons aren't forged with wheels right? I am curious as to way Thunderhoof would give up his alt, but I wouldn't be so rude as to ask. Though, this brings me to another thing."

He got up from against the wall, and looked to the Predacons, Bumblebee following his gaze. They were lying down together, Ripclaw back to her beast mode and Predaking curled around her, head resting on top of her body.

"No matter how you look at it, Airachnid is a _monster_. She can control Insecticons, she can infect anyone she touches with her Energon sucking disease, and now we've learned that she can and will mutilate bots with beast alts." Knock Out said, walking up to Bumblebee and set a hand on the datapad he was holding, "And you just so happen to be hunting down a ship full of Insecticons and bots with beast modes."

Bumblebee looked down at the pad, still on Airachnid's profile. With any luck, the Alchemor escapees hadn't yet encountered her, and she had yet to find them. It wasn't likely, but still they needed more than ever to find the Decepticons' hiding place. He could only hope that they could get Thunderhoof to cooperate soon, or something much worse than petty criminals would be coming after them.

The entire Alchemor was in danger.

* * *

Something was off, Steeljaw could tell. He may have been spending most of his time begrudgingly working on things Glowstrike requested of him, but her lone presence was enough for him to know something just wasn't right. Saberhorn hadn't been with her recently.

He hadn't been captured by the Autobots, Steeljaw knew that much. He'd seen him wandering the halls, almost oblivious to anyone around him. He hadn't thought much of it at first, but when he encountered the Insecticon leaning against the wall and muttering to himself in confusion, that's when he got curious.

"Everything alright?" He asked. Saberhorn was leaning against the wall, face as close as it could be considering the horn protruding from it.

"Just _splendid_." He mumbled back, otherwise ignoring Steeljaw entirely. If he had looked, he may have noticed Steeljaw didn't seem entirely convinced by his claims.

"Are you sure?" He asked, staring at him in almost concern, "Would you like me to get Glowstrike?"

"No!"

Saberhorn pushed himself off the wall, stumbling a bit as Steeljaw jumped back. Yeah, something was definitely off. Steeljaw continued watching him, inspecting Saberhorn's awkward and twitchy movements as he shook his head. He eventually spoke again, voice strangely devoid of his usual chivalry,

"Don't get Glowstrike. Don't tell her anything. It- _She_ doesn't matter."

It wasn't so much as a request as a forceful demand, and Steeljaw had no choice but to obey it. Something was clearly wrong with Saberhorn, and Steeljaw just hoped whatever was glitching him wasn't contagious. He backed off just in case.

"Alright…" Steeljaw muttered, before deciding to ask, "Have you seen Airachnid? I need to speak with her."

"She's in here somewhere, I can feel her." Saberhorn replied, his message just cryptic enough to confuse Steeljaw further.

"I'll take your word for it." He nodded in reply before walking off, all too eager to get away from the bugged Insecticon. He didn't get far before Saberhorn shouted something towards him as he left.

"You really shouldn't have brought her here!"

At that, Steeljaw was glad to have turned a corner. He'd had about enough of Saberhorn's glitching, and he still had to find Airachnid. He hadn't seen her since he'd brought her in, and he still wasn't sure if she was really on his side. Or even what her fighting capabilities were. There was no way she could make a good replacement for Thunderhoof with such a delicate frame, but anything would be good about now. He needed more than just Clampdown on his side.

"Hey Steeljaw-"

He jumped, ears and tail shooting up in surprise as the aforementioned Decepticon snuck up on him. Apparently he was still on edge after dealing with Saberhorn, and had somehow not noticed his arrival.

Regaining himself as quickly as he could, his ears flattened as he looked down at Clampdown and demanded, "Don't do that!"

"Sorry!" Clampdown raised his claws defensively as he jumped back and cried, "I just wanted to ask if you had anything I needed to do or something, alright?"

"If I had something I wanted you to do, I would have requested you to do it already."

"Well, yeah… When you put it that way it makes a lotta sense." Clampdown muttered, tapping his claws together nervously, "But ever since you brought that spider femme onto the island it's just been kinda, uh, weird around here."

"I take it you've noticed Saberhorn's ailment as well?" Steeljaw asked. Clampdown nodded, and he sighed, "I've no need for any supplies myself, go ask Glowstrike."

"I tried. She's real angry right now."

Steeljaw sighed again, but this time just went on his way. Clampdown followed slowly. Steeljaw thought to ignore him, but considered asking him the same question no one else he'd asked had had an answer for.

"Speaking of the 'spider femme', have you seen her around?" He asked. It was getting tiring looking for her, but he had no intention of returning to his usual duties. Clampdown shook his head, and Steeljaw growled in frustration. "Where is she hiding? I've hardly seen her since I brought her to the island!"

"She's shifty, I don't like her." Clampdown said, tapping his claws when Steeljaw turned to glare at him. "I don't think we can trust her, Steeljaw."

"We have no choice but to trust her." Steeljaw growled, ears lowering in annoyance, "She knows Bumblebee and the new Autobots. If there's any chance she might know how to beat them, it's worth the risk."

"Maybe for you." Clampdown muttered.

Steeljaw just went back to ignoring him, ears still flat against his head and tail swishing as he continued along the corridors. He'd ask the occasional Decepticon whether they'd seen their newest recruit recently, but none had. Most hadn't even known there was a new Decepticon on the ship.

He was about ready to give up on his search when he felt his current company tug on his tail. Steeljaw yanked it back, keeping it close to his body as he looked down at Clampdown irritably.

"What is it now?" He asked.

Clampdown motioned to a passing Insecticon. Steeljaw thought to ignore it at first, but upon closer inspection, he noticed it was holding some sort of bottle in its claws, and it didn't look like anything he'd seen before. It obviously wasn't Energon, the color wasn't at all right, and Glowstrike never sent the lesser Insecticons to fetch things. They were too brutish, better for fighting than simple tasks.

Steeljaw let curiosity get the best of him and followed. After all, he really had nothing better to do. Clampdown skittered along behind unsurely. The Insecticon didn't seem to acknowledge them, walking down the halls slowly and doing its best to keep the bottle in its claws safe. They passed few other Decepticons, something Steeljaw was grateful for, as he didn't want to explain why he was stalking some random Insecticon.

They eventually made it to an empty hall in the ship, one that hadn't yet been repaired after the crash. The lights flickered, the power lines damaged and dangling out above them, some low enough to risk brushing against their frames. Steeljaw and Clampdown did their best to avoid them, but the Insecticon only continued to walk straight on, electricity sparking lightly across its frame with every wire.

"What's wrong with 'em?" Clampdown asked.

Steeljaw didn't answer. He didn't have one.

At the end of the hall was a door, hanging from its hinges and busted to near scrap, a single dim light flickering above it. The Insecticon entered, and Steeljaw paused, Clampdown nearly running into him. Steeljaw flicked him with his tail.

He didn't like this.

Getting on all fours, he snuck to the door, Clampdown sticking to him closely. Upon making it to the edge of it, he raised his ears to listen for anyone inside. He heard the whirrs of the Insecticon, and someone else. The same someone he'd been looking for.

"Now is this the last one?" She asked. The Insecticon screeched something in response, and she laughed, "You've been much more use than that other one, haven't you? Now come here, I want to give you a little _gift_."

Steeljaw didn't particularly trust the tone of voice she was using, but he didn't have much time to dwell on it, because almost as soon as she finished speaking, the Insecticon _screamed_.

Clampdown yelped in fear at the noise, and Steeljaw flinched back at the high noise, ears flattening against his head as he covered them with his hands. He recovered slowly as soon as the noise died down, jumping up to see what exactly had gone on the moment he could. He made it into the room right as the Insecticon fell to the ground with a thump.

But Steeljaw paid no mind to the Insecticon, instead staring in shock at the small femme in front of him. Airachnid's face was split open, a long tendril sticking out of where her mouth should be. She retracted it quickly, face going back to normal the instant she noticed him.

"It's rude to stare, you know." She said.

Still on edge, Steeljaw glanced to the downed Insecticon, and demanded, "What did you just _do_?"

"Just having a little snack," Airachnid explained, stepping around the Insecticon to approach Steeljaw. He took a step back towards the door, "I would suggest you knock next time, would be a shame to drain a tough bot like you you dry so soon."

"And it would be a shame if I had to shred that _pretty_ little face of yours," Steeljaw growled back, Ignoring her threat for the most part. He noticed she still had the vial in one hand, the liquid inside glinting with every flicker of the lights. "What's in the vial?"

"Predacon Venom."

"What? That's impossible!" Steeljaw argued, though he eyed the vial unsurely and took another light step back. "Predacons are extinct, they have been for eons!"

"A lot can happen when one is stuck in prison for millenia." Airachnid said, looking down at the vial and spinning its contents. "Now then, I'd hate to waste any of this, but I have a tight schedule. Now then, do you know the location of the Autobot's secret base?"

"Secret base?" Steeljaw questioned, before standing tall and asking, "Why should I tell you?"

"Oh, so you're going to play that game too now?"

She held her empty hand out towards a confused Steeljaw before shooting twice. Both shots missed him, but a familiar panicked yell from behind reminded him that he hadn't come alone. He turned to see Clampdown stuck to the wall, claws covered in webbing, struggling to escape.

"H-hey! Let me out!" He cried, " I told you she was shifty, you should've- Mmph!"

Clampdown was quieted as Airachnid shot a few more globs of web, covering his mouth. Steeljaw turned to free him, but was stopped as she shot at him, hitting his tail and foot, causing him to fall awkwardly and leaving him stuck. He tried to pull them out, but the webbing held tight. By the time he looked back to Airachnid, she was hanging from the ceiling above the panicking Clampdown, open vial in hand.

"Let us go!" He demanded, "We've done nothing but show you kindness! What are you trying to accomplish by betraying us?"

"Not quite a betrayal when I was never on your side in the first place." She shrugged, before tipping the vial over Clampdown, "Now then, unless you'd like to see how Predacon venom works, I suggest you tell me where their base is. I have unfinished business to attend to."

Clampdown muffled something in fear, and Steeljaw growled. He thought his next words over carefully and quickly.

"Tell me what you mean by 'unfinished business', and maybe I'll show you." He said, slowly trying to claw the sticky web off him with his free limb's claws. "You aren't the only one who has unfinished business with Autobots, and I don't need you interfering with mine."

"If you _must_ know, I've been tasked by the council to hunt down a group of particularly unruly Autobots." She explained, to which Steeljaw growled again.

"Those Autobots are mine!" He yelled, claws raking the floor, "Bumblebee has caused me nothing but trouble, and I will not let someone like you take him out before me!"

"Who said anything about Bumblebee?"

She suddenly closed the vial, but Clampdown continued his muffled cries, suddenly more panicked than they were before. Steeljaw ignored him, finally clawing himself free from the webbing. He tried to pounce at her to attack, but didn't make it far before something grabbed him by the tail and slammed him to the ground. It then lifted him by the neck to look at him.

The Insecticon. Whatever Airachnid had done to it had apparently only stunned it, and it now held Steeljaw captive. He thought something about it didn't seem quite right, and was instantly reminded of Saberhorn. Whatever she had done to this one, she may just as well have done to him. His fears of something being wrong were proven true as its face split open to reveal the same mouth tendril Airachnid had.

Steeljaw cried out and closed his optics as the tendril shot toward him, but with a soft cry from Airachnid, nothing happened. He opened them to see the thing inches from his face, not even noticing Airachnid approach. The Insecticon then retracted the strange appendage, but left Steeljaw hanging in its hand.

"I was wondering when you'd get up, I'd have hated to use up any of the venom." She said, before turning to Steeljaw, "Now then, Steeljaw is it? My friend and I are quite hungry, it's been far too long since my last good meal, but I'd hate to do it to someone who might know how to make my job easier. So, will you show me to the Autobots?"

"Will you free us both?" Steeljaw asked. Despite his fear, curled up with his tail between his legs in the Insecticon's grip, he still growled.

Airachnid walked to the still panicking Clampdown, slicing through the webbing over his claws. She left the glob that covered his mouth, and he got to work on trying to get that one off himself. He had thought to run, but a quick glare from Steeljaw left him in place.

"Did you attack Saberhorn?" He asked as Airachnid returned to her place in front of him.

"So many questions." She sighed, waving him off, "No, I've merely got him under my control for the most part. Now can we get on with this?"

"Fine. I'll show you to the Autobots." He growled. The Insecticon dropped him, and he landed on all fours before standing over Airachnid. "But once you've got your Autobots, you leave Bumblebee to _me_."

"Fair enough." Airachnid agreed. But Steeljaw wasn't finished.

"And as soon as this is all over, _leave_. Get off this ship and _never come back_."

Airachnid smiled, "You have my word."


	14. Stargazing

_The fact that Clampdown had been right probably irritated Thunderhoof more than the creature in front of him, or even the bleeding stab wound it had inflicted on his leg. It certainly wasn't organic like he'd originally assumed, but that still didn't excuse the fact a whole horde of Decepticons had turned tail to run from it._

 _The thing was blocking the exit now, staring at him excitedly and poised to strike, tail held above it as it waited for him to make the first move. But Thunderhoof knew better, and he figured he could try to goad it into attacking first. Insults were usually the best option for that._

" _Well, ain't you an ugly thing."_

 _It worked much better than expected, and he only barely avoided getting stabbed again, jumping out of the way and turning to see the thing's tail embedded into the cave wall. It seemed to stick, and Thunderhoof took the opportunity to try and kick its head in the hopes to knock it out. But instead of the sound of his hoof against the helm of another, the cave was filled by the terrible sound of crunching metal instead, and his own pained yelp._

 _His leg was in its jaws, and with another bite to harden its grasp and a swift movement, it threw him against the wall and tore its tail out. Thunderhoof slammed against it hard, and before he had the chance to even think about getting up, he was grabbed again and flung across the cave, scraping against the ground with a bounce before landing. He lay there dazed for a moment, slowly getting up until being pushed down as the creature ran over. It looked at him curiously, and Thunderhoof could feel his spark begin to race in fear as it leaned over him, sharp teeth far too close to his face._

 _Acting more on instinct than anything, he headbutted it. The thing jumped back with a yelp, and Thunderhoof took the chance to crawl back and get up. His right leg was in terrible pain, and it trembled beneath him, but he could still stand. Running proved to be much more of an issue, and he stumbled upon trying, getting knocked down again as his assailant recovered and swung its tail to knock him off balance._

 _He had no chance to get up this time, crying out in pain as the thing's tail pierced through his leg again, pinning him to the ground. And then it transformed, leaning over him and grabbing his neck. He struggled in its grasp, but it only tightened its claws and growled._

" _Y'know, this would be a lot easier for the both of us if you'd stop struggling."_

"Hey, Thunderhoof? You still alive in there?"

"Huh?"

Thunderhoof sat up groggily, shaking his head to get the memory away before looking up to see two of the Autobots, Sideswipe and Strongarm, looking down him in apparent concern. He didn't even remember when he'd gone back to robot mode, but he'd apparently been sitting there, leaning up against the shelf and finally sleeping. It wasn't an entirely comfortable position, and his body felt a bit stiff, but at least he wasn't as anxious as earlier.

"We've been trying to wake you up for a while now," Sideswipe said, backing off a bit as Thunderhoof shook himself awake, "We need you to come with us."

He just grunted in response, standing slowly and trying to think of a reason they'd want him to follow. He could only come up with one thing. They were finally going to put him in a stasis pod, probably figured it was about time after his earlier outburst. He wasn't sure if he even cared anymore, he was too tired.

He tried to follow them the moment they turned to leave, but only managed to limp a few steps before his leg almost gave out, and he had to grab the nearest shelf to catch himself. He knocked a few things off in the process, growling in frustration as they fell over of him.

"Do you need any assistance?" Strongarm asked.

"No."

If he was going to be forced into stasis, the least he was going to do is walk to his own pod.

He gave himself a moment to rest, before following the two again, stopping again to grab the shelf after his leg felt close to giving out. This kept up for a few minutes, the Autobots stopping each time they heard him growl in frustration to wait for him to get up again. The waits between each break grew slightly longer, but the fact that he could finally walk at all was enough for him.

It was only when the Autobots walked past the stasis pods did he not follow. They both stopped, turning to see him leaning against the shelf and staring between them and the pods unsurely.

"Ain't you gonna lock me up?" He asked.

Sideswipe looked at him confused and said, "If we were gonna lock you up we would've brought a pair of cuffs. Even Strongarm's not that dumb."

"We've all talked it over, and it's been mostly agreed on that you aren't fit for stasis currently." Strongarm elaborated, ignoring Sideswipe and actually explaining things, "Physically, you might be healing, but you've clearly deteriorated emotionally. You've become just as much of a threat to yourself as us, if not more so, and it's become obvious that you're in no state of mind to be put in stasis, let alone around other prisoners in the future."

"Nothing's wrong with me _emotionally_ , you bots are just irritating to be around." Thunderhoof growled, finally releasing the shelf to stand again, "Why are you so obsessed with finding something wrong with me anyway?"

"Well, telling someone they should've let you die is certainly a red flag, don't you think?" Sideswipe asked.

Thunderhoof growled again, but said nothing. He hadn't thought about what had happened earlier. He hadn't even been thinking much at all. He'd been stressed, scared, and he'd wanted it all to stop, it wasn't something he wanted to remember. Bumblebee had pushed him to the brink, and he'd finally snapped under pressure. It wasn't exactly something he was proud of.

"Russell told us what happened between you two a few days ago." Strongarm said, taking note that Thunderhoof refused to look at either of them. "Aside from the fact he shouldn't have even been near you in the first place, he told us about how you were… Uncomfortable, after your encounter with the Predacons."

She didn't want to say scared, he'd just deny it. Even now, Thunderhoof was scowling at her words.

"He told me he wouldn't." He said quietly, fidgeting.

"Some things are important to tell." Strongarm said, "Russell's worried about you, and-"

Thunderhoof pawed the ground in frustration, grabbing hold of the shelf again and interrupting, "Why? Why do you think he cares, why would he? There's nothin' about me to care about, I'm _not_ a good bot, why would some human kid care about me?"

"It's _because_ he's a human kid, Thunderhoof." Sideswipe snapped, finally deciding he'd had enough of the other's negativity. "They're _forgiving,_ and they'll give anyone a second chance. And you should appreciate it, because he's the only reason we're doing any of this."

"I ain't gonna appreciate it, cause you bots are just gonna ship me off to prison anyway!" Thunderhoof barked back, leaning over Sideswipe in an attempt to look threatening, "Any kindness you show means nothing, from you Autobots, or the fawn. It ain't my fault he thinks a worthless bot like me deserves anything."

Whether or not Sideswipe would have argued back he wouldn't have known, because Strongarm interrupted their arguing as she made a realization of her own.

"You called Russell a fawn." She observed, looking to Thunderhoof curiously. "A term used by Cervicons to refer to young members of their species, a term of _endearment_."

"And what're you implying with that? Callin' a youngling by a specific term don't mean nothin'." Thunderhoof replied defensively, and somewhat suspicious.

"Actually, in your case, I think it does." Strongarm said, waiting for Sideswipe to finally back off, "I don't think you're in denial about Russell caring about you, Thunderhoof. I think your in denial about _you_ caring about Russell."

"Th-that's ridiculous." He stammered, responding much too quickly, desperately trying to think of an argument, "Why would I ever care about a thing like him?"

Sideswipe just shrugged irritably, "That's a real good question, isn't it?"

He walked off again, leaving Strongarm slightly concerned, and Thunderhoof quiet. Both eventually followed, but Thunderhoof continued to say nothing the rest of the trip, not making any noise other than the occasional grunt when he had to stop and rest. They eventually made it to a messier area of the scrapyard he'd never been before, full of wrecked and damaged Earth vehicles. All the current Autobots and the humans were there, talking about something or another, while Arcee was kicking and punching at some sort of makeshift punching bag in apparent frustration..

"Yo, Arcee you can give it a rest now!" Sunstreaker called to her upon the others' arrival, and she let loose one more kick. The punching bag swung back, almost getting knocked over, but it held and fell back into place. Waiting for it to settle, Arcee then walked over to stand beside Sunstreaker, a still irritated look on her face as she looked towards them.

Thunderhoof was quickly struck by the thought that they'd brought him here to use him as a punching bag instead, and was ashamed again to even realize that thought alone had given him a rush of anxiety. But it thankfully seemed not to be the case, and Arcee's expression softened as she saw Sideswipe and Strongarm.

"Did he give you a hard time?" She asked. Sideswipe had looked a bit irritated upon arriving, and Thunderhoof was definitely anxious.

"He was considerably easier to deal with than he usually is." Strongarm assured.

Arcee nodded, and turned to the agitated Thunderhoof. He hadn't moved from his place behind the two Autobots that had retrieved him, and was now looking around the area of the scrapyard unsurely.

"Are you gonna try to take me down?" He asked abruptly, suddenly standing tall. The stance was enough to make him realize just how much his leg ached and trembled beneath him, but he did his best to ignore it and look threatening. "I'll fight back, I could crush you."

Arcee couldn't tell if his threat was genuine. True, he was twice her size and could probably put up a good fight under normal circumstances, and true, he could manipulate electricity and create valleys with a single stomp, but even then his words felt empty. If anything he still looked terribly anxious, and even his feigned confidence seemed lackluster.

It was almost sad, seeing a once proud Decepticon deteriorating into a nervous wreck.

"No, of course not." Arcee reassured him, taking note that Thunderhoof visibly relaxed upon her words. She motioned to their makeshift punching bag, "But you will be taking down this."

"Is this part of the physical therapy thing?" Thunderhoof asked, still unsure about the whole ordeal, "Ain't the doc s'posed to be in charge of that?"

Strongarm spoke in place of Arcee this time, "This actually has nothing to do with Knock Out. It's more of a general rule to keep prisoners somewhat comfortable, and keeping you hidden in a corner is not quite what they mean by that. It's also apparent that you are obviously stressed, and we need to get that pent up frustration out so we don't have a repeat of today."

"Am I gettin' charged for that?"

Strongarm shook her head. "No, Bumblebee was acting out of line, and you were acting out of self defense. There's plenty of things you deserve to go to prison for, but that won't be one of them."

Thunderhoof said nothing, and looked at the makeshift punching bag. He had no drive to do anything with it.

"Don't really feel like fighting anything right now..." He muttered, not even bothering to look acknowledge Sideswipe as the Autobot turned to him in disbelief.

"You're joking, right?" He asked, "Because if I remember right you're always trying to fight us. I bet if it _was_ us you'd be running right in!"

"Running into a fight is what got me busted up in the first place!" Thunderhoof yelled back, stomping the ground and snarling in frustration when it hurt,"I was stupid! I ran straight into those _things_! I got myself scrapped! What makes you think I want to kick something? Is it cause you think I'm just some _beast_?"

" _Y'know, this would be a lot easier for the both of us if you'd stop struggling."_

He cried out angrily as that blasted phrase went through his mind again. The Predacon had said that, and she saw him as nothing but a beast, as _prey_. Bumblebee had said it too, so he had to have thought the same thing. That's what they all thought though, right? That he was just prey?

"Thunderhoof!"

He stopped, not entirely sure who had said his name, and not entirely sure why he had listened. He hadn't even noticed he'd begun to shake in frustration, and had been pawing at the ground again. The Autobots were looking at him, but instead of transforming to vehicle mode to hide, he fell to his knees on the ground, ignoring any discomfort it caused him.

Maybe they were right, maybe something _was_ wrong with him. Maybe he really was broken.

"I don't want to fight." He said, still shaking a bit and confused by his own words. "I want to..."

He went quiet, not entirely sure _what_ he wanted. He knew he wanted to talk to the human boy, the only one who'd shown a shred of concern for him, but he wouldn't dare tell the Autobots that. So he just did the best to calm himself, and looked to the sky. The clouds of an approaching storm were coming in, but the stars and moon were still shining above, casting enough light that even those without night vision like him could see their surroundings. But this time it did nothing to improve his mood.

It wasn't the sky he used to know.

He'd looked at Earth's sky before, staring at it to pass the time, but he hadn't realized just how _wrong_ it was. The stars were wrong, the patterns he'd known all but gone from inside the galaxy. He couldn't even recognize the stars, and it pained him to know he wouldn't have been able to see the constellations he'd been taught even if he'd tried. The lone moon shone brightly, but even then it was too small and too dim compared to Cybertron's moons to make up for its lone existence.

It was then that he realized what he wanted. No matter how much he hated himself, and no matter how much he had wished the Autobots had killed him, he dreaded the idea of dying on Earth. And no matter how much he may have grown an attachment towards one of their humans, he had no desire to stay on Earth either.

He just wanted to go _home_.

Someone walked closer to him, but he didn't bother to look. He just kept staring at the sky, looking among the stars for any sign of his home planet. He wasn't even sure which direction it was in, but the thought it could possibly be among the glittering lights above brought him some sort of comfort.

"Can you see it from here?" He asked. "Cybertron?"

"I'm afraid not, Cybertron's too far outside of the Milky Way." Arcee responded, but Thunderhoof still didn't look at her. "But I can point you in what direction it's in."

It was enough for Thunderhoof, and he finally looked at Arcee as she walked in front of him and pointed to the stars. A small area of exposed sky, nearly covered by the oncoming storm. Thunderhoof stared at it for a few moments, even after the stars were covered. He didn't look anywhere else until something, _someone_ , small touched his hand.

"You're homesick, aren't you?" Russell asked, sitting beside him. Neither Autobot nor human parent had stopped him from coming over.

"What, no, I-" Thunderhoof struggled to argue, pulling his hand away before eventually sagging his shoulders and looking back to the stars and sighing quietly, "I shouldn't be."

He didn't say anything else, didn't even flinch away when Russell continued sitting beside him. It was an attempt at comfort, and even though normally he'd push the boy away and ignore it, he had to admit he was at least somewhat grateful for it, even if he really didn't deserve the kindness.

When he heard the approaching engines of Bumblebee and Knock Out, Thunderhoof continued staring at what few stars still shown through the gathering clouds. The other Autobots were quick to greet them, but Russell stayed beside him. Even when the two returning Bumblebee went up to him to talk, and requested him to leave, the boy only wandered off a little ways. But still Thunderhoof chose to ignore both of them.

"Thunderhoof," Bumblebee greeted, trying his best to hide his frustration when he wasn't even acknowledged, "I acted out of line earlier, and I need to apologize for that."

That was enough to catch Thunderhoof's attention, and he finally turned away from the sky. He hadn't actually realized how hard he'd kicked Bumblebee in his earlier panic, but he noticed it had been hard enough to leave noticeable damage. It was also enough to convince Thunderhoof he wasn't totally helpless in his current state.

"I wasn't being professional, and I shouldn't have gotten so frustrated with you. But we need to set aside our differences now and-" Bumblebee stopped as Bob suddenly showed up whining, but continued on as Sunstreaker went to calm her. "And I need you to tell me the location of the rest of the Decepticons."

"Why do you think I'd betray them like that?" Thunderhoof asked, starting to stand up slowly, "There might be a few cons on that ship that I wouldn't mind gettin' thrown back into a cell, but I ain't about to let you get to them. I may have given up my faction, but I won't give up my loyalty."

"I know, I can understand that, but the Alchemor's in danger." Bumblebee explained, too distracted to notice Thunderhoof's body go rigid as he looked to the sky again, "You're loyal enough to reveal where they are for that, right? Please Thunderhoof, if Airachnid knows where they are-"

Thunderhoof jumped back, Bob roared, and Sunstreaker yelled at Bumblebee to watch out. He moved just in time to hear the buzzing from above, and see Saberhorn land almost right where he had been standing, two Insecticons landing on either side of him. No one said anything, and no one moved. But after a moment, any Autobot with one drew their weapon.

But Saberhorn didn't draw his. He stood with an almost blank expression, looking over the scrapyard residents until laying his eyes on Knock Out. He motioned something to the Insecticons, then took a step forward.

"Saberhorn?" Bumblebee kept his Decepticon Hunter in hand, but hadn't yet formed a weapon as he questioned, "How did you-"

"It would be unwise to attack." Saberhorn interrupted, not even flinching at all the weapons pointed in his directions. "My queen simply wishes to have a word with you."

"We all figured you had a thing for Glowstrike, but I think that might be takin' things a bit too far." Thunderhoof muttered, though he went ignored as Strongarm threatened the Decepticons.

"We won't be having _any_ words, 'con. You and your friends going straight into stasis pods." She said, but Bumblebee held an arm out to stop her.

"Your 'Queen', is she the one in charge?" He asked, actually taking note of Thunderhoof's mumbling, "Glowstrike? Is she the one in charge of your base?"

"Glowstrike is no one," Saberhorn assured, glaring at Bumblebee with that same blank expression, but his wings twitched. Finally he drew his sword and pointed it at Bumblebee. "And you are not the one I was ordered to retrieve."

He then pointed the sword to Knock Out, "My queen asked for that one. The red Decepticon."

Knock Out stepped back, not entirely sure how to respond, and Bumblebee checked to see if either of the humans were in sight before saying anything else. Denny was with Fixit, and Russell hadn't wandered from his place near Thunderhoof. Interestingly enough, Thunderhoof had also positioned himself in a way that he seemed like he was protecting the boy. It worried Bumblebee for a moment, but in the scheme of things, Thunderhoof was probably the lesser of two evils here.

There were more things to be stressed about after all. He was beginning to have a pretty good idea of who this 'queen' actually was. Unfortunately, so did Arcee, and she wasn't quite as willing to think before she spoke.

"Knock Out's an Autobot!" She yelled, arm blades out and ready to pounce. "And he isn't going anywhere, least of all with you."

"Yet another unwise decision," Saberhorn observed, holding his sword out to keep one of the Insecticons from attacking, "You'll find that staying here will yield undesirable results for all of you."

"How so?" Bumblebee asked.

"Because if you refuse, my Queen will drain every last Decepticon on the island of their Energon."

Thunderhoof snarled, pawing the ground and kicking up sparks, but he still didn't move from his spot. Bumblebee figured he was only barely holding back charging, and he knew he had to do _something_ before the entire scrapyard turned into a fight zone. Maybe he could get Saberhorn to regain his senses, maybe if he tried reasoning with him…

"Saberhorn, you're a loyal Decepticon, right? You wouldn't betray your own people by working with a traitor like Airachnid, would you?" He asked, slowly walking up to Saberhorn, "She's just using you, all of you. Using you to betray your cause and your people, you won't let her do that, will you?"

Seeing Saberhorn shake his head and twitch his wings, Bumblebee thought it might have been working. But he recovered quick, jumping over to Bumblebee and putting his sword to his throat as he yelled, "Do not question my loyalty! I will do anything my queen asks of me!"

Still ignoring the weapons aimed towards him, Saberhorn held out his other hand out and projected a map from his palm. He showed it to Bumblebee.

"Arrive at these coordinates by sunrise," He explained, taking his sword away to show the map to everyone else, "If you fail to arrive on time, my queen will begin her feeding frenzy."

He took the map away, jumping back to return to his place by the Insecticons. They hadn't moved, but their presence alone had driven Bob to pace around agitatedly. They transformed before Saberhorn, hovering above him as he looked around the Autobots once more. They had lowered their weapons, but each was still rightfully wary.

"I really do hope you make the right choice." He seemed to twitch again, grabbing at his head for a moment and wincing as he mumbled, "Please.."

He transformed and flew off, the Insecticons following behind. Everyone was hesitant to put away their weapons, and Bumblebee's team turned to him for advice on what to do. He wasn't sure, but he knew he had to confirm one thing.

"Thunderhoof, were those coordinates…"

"No, that's not the island." He muttered, still pawing the ground anxiously. He flinched when Arcee yelled.

"Who cares about the Decepticon base location right now?" She asked, "Airachnid has just given her exact coordinates, we need to come up with a plan to destroy her!"

"Arcee please, it's not worth it. She's even more dangerous now than she was before." Bumblebee explained, "Besides, the war's over, if you were to kill her now, you'd more than likely just end up in prison yourself."

"I would rather go to prison than let her hurt anyone else!" She yelled, thought she retracted her arm blades, "Airachnid is a monster, she doesn't deserve to even be alive! We should've destroyed her when we had the chance!"

She started to shake, sitting on the ground in frustration and trying to hide any possibility of crying. She was supposed to be the stoic one, the one that could take the worst beating and suffer the worst losses. But just the thought of Airachnid being back and wanting Knock Out, _her partner_ , for reasons she couldn't even know, she couldn't take it. All the memories of everyone she'd ever lost, Tailgate, Cliffjumper, even Optimus Prime, they came back to her and it was taking all her willpower not to break.

She couldn't even bear the thought of losing anyone ever again.

Bumblebee walked over to apologize and tried to comfort her, but she pushed him away. Knock Out eventually attempted to do the same, and got the same result. But he was stubborn, and instead of giving up he sat beside Arcee, and though hesitant, he hugged her. She didn't struggle, too surprised by the sudden gesture.

"I honestly can't understand what it is that makes you want to be around me," He said, half expecting Arcee to punch him, "I'm a terrible person. I have _horrible_ morals and I care more about myself than any of you. I mean, I'm an excellent medic, but I don't think I know how to comfort others. In fact, I think this may very well be the first time I've held someone like this since I first decided I wanted to get rid of this blasted alt."

Arcee took a moment to respond, still surprised by the sudden hug, before saying with a small smile, "I suppose becoming an Autobot brought the best out of you…"

"More like the worst."

They sat alone a while longer, even after Arcee had finally stopped shaking. The other Autobots, and even the humans, eventually joined them in their little corner. They still had to discuss some sort of plan after all, but right now it was nice to just sit and enjoy each other's company. Sitting in the calmness of the night, the sound of wind and distant thunder as the storm rolled towards them.

"Airachnid knows where your scrapyard is now," Knock Out eventually began, finally letting Arcee go, though she still leaned against him, "I have no doubt in my mind she's lying, but even if she was to keep her word about not harming any of the Decepticons, that doesn't necessarily mean the same of you."

"What do you suppose we do then?" Strongarm asked, looking to Bumblebee for advice.

"I'm not sure yet. I need time to think." Bumblebee said, contemplating ideas, "I wouldn't have thought Airachnid would be capable of controlling bots like Saberhorn, but I don't think he's entirely under her control. He was fighting her."

"I think he still falls under the Insecticon subgroup, he's got the right kind of alternate mode." Knock Out guessed, "But I don't think he's as, ah... Primitive, as ones like Bob. Those ones are more like a hivemind."

"Which means we may have a chance to talk some sense into him, right?" Strongarm asked.

"We'll figure that out when we get there," Bumblebee sighed, "Let's think of an overall plan first."

They went back to discussing ideas, taking turn with suggestions. Denny and Russell tried to offer help as well, but after a while Russell realized he couldn't really think of much to suggest that seemed all that helpful. So he backed off from the busy bots and went to distract himself with something else for the moment, eventually noticing Thunderhoof sitting alone in the mess of scrapped cars. He'd been left alone when the Autobots had huddled together, and had gone to staring off into the clouds again.

So Russell went back to him instead.

He didn't seem to acknowledge him when he came over, still gazing at the sky. Russell tried to think of something to say, but this time Thunderhoof spoke before him.

"I hate 'em." He said, voice surprisingly quiet, but it turned into more of a growl as he continued, "Clampdown and Steeljaw. That crab's a fraggin' coward, he'd rat out and abandon anyone to save himself. He's the one who got me locked up in the first place, and he's one of the bots who left me to die. As for Steeljaw..."

His voice somehow got quieter before he trailed off, finally looking away from the sky, but still not toward Russell. Instead he looked to the Autobots, still huddled together and discussing plans. A group of bots who could talk things over and not have it turn into a physical fight.

"Well, you wouldn't be able to convince me he was anything more than an idiot youngling himself." Thunderhoof muttered, "He tries so hard to be in charge, but he's got no leadership skills. No one respects a bot like him. Whiny, greedy, disloyal, and _demanding_. He'd slit a bot's major fuel lines if it meant getting what he wanted."

"Isn't that just how Decepticons are?" Russell asked, only realizing afterwards that asking such a thing to Thunderhoof, a bot who very well may still believe in the Decepticon cause, might not have been the best idea. But Thunderhoof didn't actually seem to be too bothered.

"Maybe from the view of an Autobot," He said, voice quiet again, "But I've got experience under the rule of one of them, and they're no better. They're just as demanding, and just as greedy, if not more. Trust me when I say the view on their faction's different when the Autobots are the ones who've hurt you."

Thunderhoof had said something like that before. That if Russell knew what he knew, he wouldn't trust the bots as much as he did. But he'd never mentioned the part about being hurt by them, and Russell was beginning to grow curious.

"Why did you join the Decepticons anyway?" He asked.

Thunderhoof growled, hands clenching into fists and sparks flickering across his hooves. Russell realized he may have gone too far with the question, but the electricity died off just as quickly.

"It's no business of yours." He said, looking back at the Autobots, "But I made it a goal to never become anything like they were, and I failed at that."

Thunderhoof then stood slowly, leg sore and weak from strenuous use. It trembled under him, but he managed to stagger to the nearest shelf, grabbing hold of it to steady himself and rest. Russell follow for a few steps, but stopped just outside his reach behind him.

"I might hate 'em, but I don't actually want Steeljaw, or even that rat, to die. We're a pack. Even if we're fightin' all the time, we still keep each other alive." He said, before glaring to the hill where the pack would often sit to watch the Autobots and growling, "So if your Autobots can't manage to think of a way to get her first, I'll find a way to crush Spider Glitch myself."

He had woken up feeling useless and stressed, like he had no more reason to be alive, but the threats to the Alchemor had given Thunderhoof a new reason to fight. Airachnid had threatened his allies directly, and he wasn't about to let her go through with them.

He walked off slowly, back in the direction of the Command Center. He was either going to work on the bridge again, or sit in his corner, Russell couldn't be sure. He knew following him in such a bad mood would probably be a bad choice, and he was getting tired, but he decided it would be best to go back to the Autobots for now.

They still hadn't figured out what they were planning on doing yet apparently. Bumblebee was thinking hard and the rest of Team Bee had already begun to bicker among themselves.

"Normally I'd want to handle things on my own, prove I'm a good leader." Bumblebee said, looking down somewhat shamefully, "But I think it's about time we ask Optimus and Windblade for help."

"Optimus?" Arcee shot up to look at Bumblebee, hopeful but disbelieving, "That's not- How? We saw him fly into the well, how could-"

Bumblebee set a hand on hers, "It's a long story. I'm sorry I didn't tell you sooner, I thought Knock Out may have."

She turned to her partner incredulously, "You knew? You knew Optimus Prime was alive and you didn't tell me?"

"I'm still not entirely convinced." Knock Out shrugged, "And it wasn't really my place to say, now was it? I hardly knew the guy. For that matter, I don't think I know this Windblade fellow either, a new friend of yours I assume?"

"That's another long story." Bumblebee sighed, "I'll have to tell you all this when I get the chance, won't I?"

Knock Out nodded with a smile, "Looks like we weren't the only ones keeping secrets, huh?"

"Yeah? Well at least mine don't involve breaking the law."


	15. Struggles

It was an hour before sunrise, and neither Optimus Prime or Windblade had shown up.

It didn't come to much of a surprise, they were currently offplanet after all, but Bumblebee knew they could have really used the help. They had yet to come up with a plan that seemed solid enough, and he'd eventually decided that despite the risks, a small group of them would be meeting up with Airachnid. But someone needed to stay and watch the scrapyard, and leaving just Fixit and the humans with Thunderhoof was certainly not an option.

"Okay, we don't want too big of a group," Bumblebee said, pacing around in front of the others, "But I think I've decided on who's going where. Knock Out and I will obviously be going to Airachnid, but I want Drift and Strongarm to come with us. Arcee, Grimlock, and the twins will stay here."

"What? You can't make me stay!" Arcee cried, "Airachnid's _my_ enemy, not yours! If she wants to take my partner, I'm going too!"

"Yes, but you also can't be trusted not to run in and start a fight with her. And we really don't need you getting yourself turned into… Whatever she is." Bumblebee explained, knowing fully well that arguing could get him nowhere, but he had another idea to keep her in the yard, "And it's not safe to leave the scrapyard alone with the risk of those Insecticons returning. Besides, wouldn't you like to see Optimus again? He might show up while we're gone."

Arcee wanted to argue, and she put a finger up to Bumblebee's face in an attempt at protest, but in the end she just sighed in defeat. She walked off to sit by the Command Center, back to the wall and her arms crossed. Knock Out couldn't help but snicker at her pouting.

"You know she's just going to follow us anyway, right?" He asked, holding a hand over his mouth to hide his amusement.

Bumblebee sighed, "I'm well aware, but I'm hoping the thought of seeing Optimus again will keep her in place until then."

Knock Out just shrugged, and went to the Command Center as well, but ignored Arcee and got to talking with Fixit about something. Everyone else was doing something else, either getting prepared to go out, or waiting until the last second to leave. Bumblebee was hoping that if they waited, it would give time for either Windblade or Optimus to show up. But as more time passed, it seemed less likely, and Bumblebee got more nervous.

It didn't help that he remembered Thunderhoof had been working on the Ground Bridge again, and he felt he had to make sure it hadn't been tampered with. Thankfully, Thunderhoof wasn't actively working on the bridge, and had dozed off against one of the shelves sometime earlier. It was probably a good thing, as he had become increasingly unfocused and agitated while working on the bridge. He'd only given into his exhaustion when an equally as tired Russell told him to put the tools down.

Bumblebee wasn't sure what about that surprised him most, that Thunderhoof had listened to Russell, or that this was the first time he'd willingly fallen asleep in the scrapyard outside of vehicle mode. It was a step in the right direction, and maybe even the tiniest sign of trust, but both he and Bumblebee were still rightfully wary of each other.

Which was exactly why he was still going to check the bridge.

At first glance it didn't seem like it looked all that different, but just to be safe, Bumblebee went to inspect it. There weren't too many noticeable changes, no broken metal, no swapped wires. It all seemed to be in good shape, but there had to be _something_ wrong somewhere.

"Worried he might have done something to it still?"

Startled by the sudden appearance of Denny, Bumblebee pulled his hand back and defensively explained, "Better safe than sorry."

"I get that," Denny said with a shrug, throwing the blanket he was carrying over his shoulder, "But I still think you should calm down about the bridge, at least for now anyway. You don't need it, so you should probably focus on the current mission, don't you think?"

"I know, but it's hard to not think about being sabotaged by any Decepticon." Bumblebee sighed, before looking around, "Where's Russell? He was out here a while ago, wasn't he?"

"He's passed out on one of the old couches," Denny said, motioning to some of his recent finds, including the old furniture Russell was sleeping on. "Clocked out around the time Thunderhoof did actually. I was thinking about waking him up and taking him to bed, but I figured that as long as the storm holds back he'll be fine."

Bumblebee nodded absentmindedly, and looked up at the rainclouds. They made the sky darker, so it might be harder to know when sunrise really was, and for a moment he wondered if they could use the cloud cover to stay a bit longer. But he knew that wouldn't work, and sighed to himself before Denny got his attention again.

"Not to rush, but shouldn't you guys get going soon?" He asked, "It's pretty close to morning after all."

"I think for the most part, we're ready. Just hesitant, and maybe even a little scared." Bumblebee admit.

"I'm sure things will work out." Denny assured.

Bumblebee just nodded again, watching as Denny made his way over to Russell, and laid the blanket out over him. He was about ready to contact the others to go, when a grunt from Thunderhoof caught his attention. He was curled up against the shelf and twitching, muttering things in his sleep. Remembering that Thunderhoof was potentially still at risk of complications from getting poisoned, Bumblebee thought to get Knock Out. But upon further inspection, seeing weak lightning spark across his hooves, Bumblebee realized that Thunderhoof's current ailment wasn't physical, it was emotional.

Thunderhoof was suffering from a _nightmare_.

It was obvious once Bumblebee thought about it, really. He knew nightmares, every Autobot he knew suffered from them at some point, even if they'd never admit it. He was no stranger to them, he'd helped comfort his friends in the past when they'd had them, Arcee especially. He'd also suffered many of his own after _that_ encounter with Megatron, when he'd gotten his voice box torn out. When he had nearly died.

Thunderhoof had almost died too. He'd gotten gravely injured, left for scrap, no doubt terrified by the whole ordeal. Even when someone did come to help, the resulting damage had proved to be too much, and he was likely to never heal completely. Though a busted voicebox and busted leg didn't quite compare, Bumblebee knew that even when he healed, Thunderhoof would probably always have a limp. Not to mention how much internal damage he'd suffered after having Predacon venom flowing through him for days, leaving him severely weakened.

Bumblebee knew he couldn't do anything to help, Thunderhoof would likely lash out if anyone touched him, but it still left Bumblebee feeling guilty. It was always best to leave someone to their nightmares, and with any luck Thunderhoof would sleep through it and forget it all by the time he woke up. He needed the rest to heal, even if it scared him.

And it was in that moment Bumblebee realized he actually _sympathized_ with Thunderhoof, with a _Decepticon_.

He turned away, doing his best to ignore the trembling Thunderhoof as he looked back over the scrapyard. Most everyone had gathered up by the Command Center, waiting for him. He wasn't sure if they'd noticed him staring at Thunderhoof, and he really hoped they hadn't. But he ignored that, and walked over to them.

"Ready to go?"

* * *

Steeljaw didn't trust Airachnid, he hadn't the moment she revealed her nasty side, and he'd been anxious the whole time he'd had his back turned to her. She'd threatened both him and the entirety of Decepticon Island, and it was all he needed to know she wasn't worth it. She claimed she had been bluffing, but Steeljaw knew she was more than likely lying.

He wasn't any less anxious being stuck in the pits of the forest with her either, surrounded by the near unresponsive forms of Saberhorn and the other Insecticons, but he figured it would be best to stick around. They both knew Bumblebee wouldn't be sending Knock Out in on his own, and she'd supposedly kept her promise on letting him have the Autobot lieutenant.

Getting impatient at waiting, and even more agitated by the approach of dawn, Steeljaw asked, "Any particular reason you chose this patch of dirt?"

"Lots of trees, plenty of places to shoot my webs." She answered simply. She looked around the woods, before muttering to herself in annoyance, "Time is ticking, and I'm getting awfully tired of waiting."

"You could've just ambushed them at their base, why waste time like this?" Steeljaw asked, tail twitching irritably. "It would've saved everyone the trouble."

She shrugged, "What can I say, I enjoy games."

Steeljaw growled. Talking to her was proving pointless, and there was still no sign of the Autobots. He went quiet and leaned against a tree, listening for any sign of them, but heard nothing but the wildlife inside the forest. Some birds had started chirping, distant Earth canids howling, and bugs were beginning to buzz around his head. He'd flick his ears and swat at the tiny nuisances to go away, but didn't have much luck as they'd come buzzing right back.

He then decided that the first thing he'd do when he took over the planet was find a way to eradicate those pests. What purpose did they even serve?

Finally, after what felt like far too long to Steeljaw, he heard the sound of multiple approaching engines. He lowered himself to the ground, posed to pounce in preparation as the Autobots showed up. Bumblebee drove up first, skidding to a stop and transforming to stand in front of Airachnid. Knock Out dropped out of the air behind him.

"It's about time you showed up." Airachnid started, walking up to the two. "I was beginning to think about having a little _snack_."

Steeljaw was annoyed by her threats, but he stayed where he stood, his ears swiveled around curiously. Bumblebee and Knock Out looked to have come alone, but that didn't seem right. He could've sworn he heard more than those two, and a jet shouldn't have been loud enough to confuse him. They were probably planning a sneak attack.

He thought to warn Airachnid for the briefest of moments, but decided against it. As much as he hated it, she was the bigger threat here. If they took her down first, it would give him plenty time to either take Bumblebee down himself, or run and fight another day. There was still the matter of her Insecticons, but they'd buzzed off somewhere else.

"Alright Airachnid, we're here now." Bumblebee started, watching the Decepticon warily, "What do you want?"

She ignored him and looked to Knock Out instead, "Oh, looking a bit rough there, aren't we Knock Out? Did you have a bad encounter with some humans?"

"Just answer the question Airachnid." Bumblebee demanded. Behind him, Knock Out's wings lowered irritably.

"Didn't Saberhorn tell you?" Airachnid asked, tilting her head in false innocence, "I'm not here for trouble, I'm here for Knock Out. We have business to settle."

"Business?" Knock Out asked, "We hardly interacted with each other on the Nemesis, and when we did we were nothing but amicable towards each. What business could we possibly have?"

Airachnid shrugged, "That was then, this is now. Don't think I don't know who's responsible for my current condition."

She looked to Knock Out accusingly, and he backed off again, wings twitching. Steeljaw continued to observe, body rigid and ears still searching for the faintest of sounds. Nobody had really acknowledged him, not even Bumblebee, but he didn't care. He had finally heard something, but still wasn't going to say anything.

He took a step back towards the woods, ready to bolt if needed.

"I'm sure we could find a cure," Knock Out said, obviously nervous, "Maybe if you give us a sample of your Energon we could figure something out."

"Now who said I _wanted_ to be cured?" Airachnid asked, "Do you know how much more others fear me now? How much more of a _threat_ I am? No one wants to mess with someone who can turn you into a monster, and what can I say? I _love_ it."

She walked closer, and Bumblebee put a hand towards his Decepticon Hunter.

"I admit, the constant need for Energon is exhausting, but the positives certainly outweigh the negatives." She said, casually walking around the two, "If anything, I should thank you. You, Starscream, and even our dear dead Breakdown."

Knock Out growled, and Bumblebee looked back to him unsurely as his wings flared. But Knock Out held back saying anything, and kept waiting. He couldn't mess this up, they needed to wait for the right moment. Strongarm and Drift were no doubt at their positions, any moment now, they'd come out and play their part.

"And I must say, it's _adorable_ you've decided to pay tribute to that blind brute by donning an eyepatch of your own."

Except Airachnid was making it very hard to keep Knock Out from doing anything he'd regret.

"How dare you insult him! Breakdown never did anything to you, the monster that infected you was the same Earth spawn that killed him!" He yelled, wings flaring out again, "Speak of Breakdown in such a manner again and see if I don't saw you apart _piece by piece."_

"Earth Spawn? Do you mean Silas?" Airachnid asked, tilting her head curiously and completely unfazed by his threats. "They never did tell you, did they?"

Knock Out stepped back confused, and Bumblebee looked around unsurely. Drift and Strongarm should've come out by now, or at least Jetstorm and Slipstream. But they hadn't, and Bumblebee had just now noticed that the only other Decepticon present was Steeljaw, stiff and on high alert. The Insecticons and Saberhorn were nowhere to be seen.

As if on cue, he heard a yell and thunk in the woods, and then before he got the chance to react, one of the Insecticons landed beside Airachnid and threw Drift to the ground. Another soon followed, doing the same with Strongarm. Airachnid smiled.

"Never send _any_ mech to do a femme's job."

Bumblebee stood speechless, shocked about what had happened without warning. Neither Drift or Strongarm moved, either knocked unconscious or deciding it wasn't worth the risk. Slipstream and Jetstorm didn't seem to be attached to Drift, which might've been a good thing, if not for the fact Saberhorn was still missing. Steeljaw also seemed to have vanished, which only worried Bumblebee further.

He was at a loss for what to do, and even Knock Out had gone from confused to horrified as well, but for an entirely different reason.

"You killed him." He whispered, suddenly realizing what Airachnid was implying, pushing Bumblebee out of the way as he stepped forward, voice raising as anger replaced shock, "You killed Breakdown!"

"And I enjoyed every second of it." Airachnid gloated.

Knock Out's wings twitched, and Bumblebee tried to get in between him and Airachnid to stop him. He was going to say she wasn't worth it, but Knock Out had already run over and grabbed her, pinning her to a tree. He transformed his hand into a saw, and brought it to her face.

"Allow me to repay you for that," He growled, saw creeping closer, "By dissecting you in return."

"I'd like to see you try." She said, before splitting her mouth open to bite him.

He jumped back in disgust, and Airachnid hopped into the forest. Knock Out followed, transforming to blast through the trees after her and ignoring Bumblebee's pleas to stop. He knew he couldn't follow and leave Drift and Strongarm to the Insecticons, it had become apparent they'd been knocked unconscious, but he also knew leaving Knock Out to Airachnid could end horribly.

He was at a complete loss of what to do.

Somewhat luckily, the Insecticons hadn't moved, still awaiting orders from their queen. But that might not last much longer, so Bumblebee ran over to his teammates in the hopes to wake them up. He was tackled from the side and knocked to the ground before he could, his assailant leaping over him to stand further away.

"Well, seeing how the Insecticons seem a bit preoccupied, I guess that leaves us to settle things, don't you think?"

Steeljaw. He must've gone to hide in the woods during the ruckus, and had decided to pull a sneak attack on Bumblebee when Airachnid and Knock Out had run off.

"We don't have time for this Steeljaw," Bumblebee said, getting back to his feet, "My friends is in danger, and so are the Decepticons. What's more important, their lives or your petty grudge?"

Steeljaw snarled and pounced again, but Bumblebee hopped out of the way, reaching for his Decepticon Hunter. His hand brushed against nothing, and he swore to himself as he looked around for it. Steeljaw used the opportunity to tackle him to the ground, now standing over him.

"This is about more than just a petty grudge now."

He howled to the sky.

* * *

Thunderhoof awoke with a start, banging his head on the shelf behind him as he shot up, a few things falling over the top of him. He covered himself as they fell over him with one arm, and put his other hand to the spot where he'd hit, trying to rub away the pain and anxiety his dreams had brought up. He hadn't actually meant to fall asleep, but his continued lethargy had driven him into powering down.

It hadn't been an uneventful sleep, he'd dreamt again, about something uncomfortable enough into waking up. He couldn't remember too many details, but he didn't think that one had been about the Predacons. Though he had awoken with some other fuzzy and unpleasant memories instead, likely triggered by the dream, and he didn't want those ones either.

So he looked to the sky to try to forget. It was still night, and clouds still covered the stars, but he could still tell dawn was approaching. He could already hear the singing of birds, a thing he'd learned signaled the approach of daylight. But the clouds didn't give him much to look at, so instead he just curled up on himself against the shelf and closed his eyes. He wouldn't be sleeping again, not for now.

He heard someone walk over, the footsteps too small to be any of the Autobots. He figured it was one of the humans, but chose to ignore them and continued sitting as he was. They'd leave eventually, he figured. But they continued to work around him longer than expected, slowly getting closer, and eventually his curiosity got the best of him and he looked to see who it was.

It was Denny, picking up any moving all the things Thunderhoof had unintentionally knocked down when he'd woken up. He muttered something about needing to empty the entire shelf, but otherwise said nothing until he caught a glimpse of Thunderhoof staring down at him and jumped back.

"Oh, I'm sorry, I thought you were asleep!" He explained, stepping back a bit more.

Thunderhoof shrugged, "I was, until your junk got in the way."

"You know you could always sleep somewhere else, right?" Denny asked, looking around at all the fallen items, and then to Thunderhoof, "It can't be comfortable sleeping like this, curled up and sitting all the time. Why not sleep in vehicle mode or, I don't know, lay down?"

"Are you suggesting I sleep on the _ground_?"

"Oh _come on_ , it's just dirt. You were passed out on the ground one of the first nights you were here, what's wrong with it now?" Denny asked, putting a hand on his hip and pointing at Thunderhoof, "Look, I know you were some spoiled crime boss on Cybertron, but you're on Earth now, on _my_ property. You have to take what you can get, and appreciate what you do have, alright? You can't always expect..."

He trailed off, becoming uncomfortably aware that he was talking to Thunderhoof the way he was. He backed off a bit, trying to get away just in case he lashed out at him, but Thunderhoof didn't look angry. If anything, he looked somewhat amused.

"Have we really reached the point where you'll talk to me in the same voice you probably use on the fawn?" He asked, "Guess I was pretty spoiled, but you can't help but appreciate a bed when you started out life sleepin' in a cold and dusty mine, don't you think?"

"I, uh…" Denny hesitated a moment, staring up at Thunderhoof uncomfortably before saying, "That's actually super depressing."

"Yeah, spendin' your early years in Kaon was usually depressing." Thunderhoof said, amusement now replaced by bitterness, "But if it'll make you shut up, I'll sleep in vehicle mode next time."

"I'm sorry." Denny whispered, but Thunderhoof just rolled his optics.

"Ugh, what're you apologizin' for? You had nothin' to do with any of that." He groaned, leaning back against the shelf to stare out at the clouds again. A bit of light was peeking through, the approach of the oncoming sunrise. "That was the past, they probably don't do that anymore."

Denny didn't say anything back, thinking things over. Arcee had mentioned bits of Thunderhoof's past from what was written in the datapad, and it certainly seemed to add up. He worked for the same bots he'd gone against, and it had certainly put the Autobots in a different light. He'd have to ask Arcee or Bumblebee if they knew anything else later, but right now it seemed Thunderhoof was feeling nostalgic.

"Wasn't all bad though, there were other Cervicons down there with me. We had our own little herd, got along much better than Steeljaw's pack. It wasn't the best, but it was alright…" He muttered, before looking to Russell, and then sat quietly for a moment.

"Your fawn asked me why I joined the Decepticons last night." He eventually said, looking back to Denny, "That's actually a _very_ personal question, and one I wasn't really keen on answering'."

"Ah, yeah, kids are like that." Denny answered, looking to his son, "I'll talk to him when he wakes up and ask him to respect your privacy."

Thunderhoof just shrugged, then closed his eyes as he curled up against the shelf again. Denny sighed at his continued refusal to rest comfortably, but went back to tidying up. He kept up with this for a while, until something howled in the distance. He thought nothing of it, but Thunderhoof sat up again to look around and listen better, then tried to stand. Denny stepped back as he stumbled and growled in either pain or frustration, but he continued to struggle until he finally grabbed hold of the shelf to steady himself.

Denny noticed his leg seemed to be causing him more trouble than it had been earlier, trembling and bent at an uncomfortably awkward angle beneath him. But Thunderhoof didn't try to adjust it, more focused on listening when something howled back in return, though it wasn't what had originally sounded before.

"Sounds like coyotes," Denny said, "Could be wolves too I guess, but they're not really common in these woods."

"No, that had to be…" Thunderhoof trailed off, suddenly nervous.

It had recently become apparent that ever since getting injured, Thunderhoof had become increasingly on edge. He couldn't be sure if he was always like this since he'd only seen him as a bad guy before, but he doubted anyone with a criminal record like his would get so anxious over the howling of an Earth animal. But what he had learned to noticed was that when Thunderhoof was distressed, his biolights and eyes seemed to glow a little brighter. And they were certainly shining bright now.

"Thunderhoof?"

He didn't acknowledge him, body stiff and eyes bright. The noise had spooked him for reasons Denny didn't know, and Thunderhoof was too frightened to say.

That howl had been Steeljaw, he knew it was, and the sound of it had sent Thunderhoof into a slight panic. He must have found the Autobots, because Steeljaw rarely howled, but when he did, it meant he was angry. And when Steeljaw was angry, the entire pack got _scared_. Thunderhoof didn't know why he did, he hadn't had any problems with Steeljaw at first, he'd just gotten a bit uncomfortable when he got angry. But as the outbursts got worse, so did the discomfort. Maybe it was a coding thing, bots like him and Steeljaw were never meant to interact like they had.

" _Thunderhoof."_

"That was Steeljaw." He said, finally snapping back to reality. "Think he may have found the Autobots, he sounds pretty mad."

"You can tell how he feels by his howl?" Denny asked, once again getting back to work on tidying up. He wasn't sure if Thunderhoof would be bothered by his continued pestering, but he figured it wouldn't be a bad idea to calm him down.

"Far as I know, he only howls when he's upset, and he's pretty aggressive when he's mad. He's smacked and pushed us around a bit, but he usually gives some sorta warning before he actually tries to hurt us. It's... Kinda unpleasant and a bit uncomfortable." Thunderhoof explained, before going quiet for a moment and saying, "I'm bein' pretty hypocritical here, ain't I?"

"It's not hypocritical if you're learning from it." Denny said, but Thunderhoof didn't say anything else on the matter, so he changed the subject, "So uh, your leg. It looks like it's hurting pretty bad, should I get Fixit?"

Thunderhoof shook his head, "I'm fine, probably just overworked it."

He leaned over and grabbed his tools off the ground, and made his way back to the Ground Bridge. Denny thought to tell him to rest, but held back saying anything and finished up his cleaning. Thunderhoof was just trying to keep himself distracted, and he couldn't really blame him. There wasn't much for him to do in the scrapyard, and he was so obviously stressed, so any little thing to keep him focused was probably a relief.

But relief was short lived, and something crashed into one of the walls of the scrapyard. Denny jumped, and Thunderhoof dropped his tool in surprise, muttering Cybertronian swears to himself in irritation. It might've woken Russell up too, but Denny was more focused on figuring out what had just happened.

The Autobots were already running to the gate, most of them with weapons already drawn. The alarms hadn't gone off, and Fixit was busy typing around at the Command Center to see what might have happened. Sideswipe went up first, sword ready as he made it to the gate, stopping curiously as he heard something smaller pounding at the door. But he was still cautious as he opened the door, only lowering his sword when the two Mini-Cons stumbled in.

"Jetstorm? Slipstream? What are you doing back over here?" He asked. Both Mini Cons were panicked and covered in dirt and scratches, presumably from whatever ran them into the wall, "How in the world did you make that loud of a crash?"

"They got Master Drift and Strongarm!" Jetstorm shouted. He tried to get up, but stumbled and was caught by Slipstream. "The Insecticons ambushed us, and one of them got him! The purple one tried to come after us, and he grabbed us and flew off-"

"Calm down Slipstream, we can talk about it in a moment." Arcee said, leaning over the two. Both of them were damaged, Slipstream more so than Jetstorm, and she wanted to calm him down to get a better look at him. Both were dented and scratched up, and leaking Energon in places. Nothing too severe, but it was enough for her to call Fixit over to look them over.

"What exactly happened to you?" He asked, looking over Slipstream. He was fidgeting nervously, trying to peer out the Scrapyard's entrance as though looking for something, "These dents are widespread, did you crash into something else?"

"Saberhorn grabbed us and flew off," Jetstorm said, taking his weapon out and looking around a bit himself, "I managed to stab him, and he dropped us out of the sky."

"Well, I'm glad you two are alright." Fixit said, "It was probably a rough fall but most of the damage seems to be external."

Sideswipe was a bit more suspicious, asking, "So where is Saberhorn now? Do we have to worry about him coming after us?"

"Actually, that shouldn't be a problem." Jetstorm said, motioning for them to come to the entrance, walking outside to show them nothing other than the unconscious frame of Saberhorn. "He chased us all the way over here."

Sunstreaker and Sideswipe came over and looked at him, the latter nudging him with his foot to see if he'd stir. Unsurprisingly, he didn't, and the two of them leaned over to pick him up, taking a moment to look at the wall before dragging him off. It was cracked and crumbling, and the impact had damaged Saberhorn's horn a significant amount.

"Well, that worked out better than expected." Sideswipe said, trying to adjust Saberhorn to carry him better, "Ugh, wish he'd have been in his robot mode though."

"Don't complain, at least we have someone who can tell us something." Sunstreaker said, before glancing at the cracked wall again, "Well, hopefully."

They made it back into the scrapyard, setting Saberhorn on the ground and cuffing his front legs. They couldn't put him in a stasis pod, there was no telling what kind of damage the impact may have done to him, so they left him where they could see him. He'd probably take a while to wake up anyway.

"You bots have really been attractin' the busted 'cons, huh?" Thunderhoof asked. He'd moved further from the Ground Bridge and closer to the gate, likely curious to see what had happened. Russell had come over as well, blanket wrapped around him as he looked at the current situation sleepily. But both went ignored for the time being, as Arcee looked back out the scrapyard entrance.

"I'm going after them." She said, "I don't care if I was told to stay, if Strongarm and Drift were taken down, who knows what Airachnid could have already done to Bumblebee and Knock Out."

"That might not be such a good idea Arcee," Sunstreaker said, grabbing her arm in the hopes to keep her from running off, "You've told me about her, and Airachnid hates you more than anyone else, if she hurts them, she'll do it to hurt _you_. So unless you're there to be an audience, she probably won't even touch them."

"It's not worth the risk!" Arcee yelled, pulling her arm away, "This is our best chance to get her, and I _am not_ giving that up."

Sunstreaker stepped back, and Arcee turned to the exit, but Fixit blocked her and held his arms out. Arcee sighed in frustration and crossed her own, looking down at him irritatedly.

"Give me one good reason why I shouldn't just step around you." She said.

"Because Windblade's here!" He said, flailing his arms wildly, "She called to say she was on Earth and that she's nearly here!"

He continued to flail, trying to distract Arcee from leaving. She considered ignoring him and going anyway, but decided to wait. Windblade didn't take too long to show up, landing gracefully in between everyone and greeting them.

Sideswipe walked up beside her and introduced her, "Sunstreaker, Arcee, this is Windblade. Windblade, this is Arcee, and this is-"

"I'm his better looking brother." Sunstreaker interrupted. Sideswipe gave him an irritated glare, but he only laughed in response.

"It's nice to meet you, but where are the others?" Windblade asked, before spotting the unconscious Saberhorn on the ground, "Did I miss anything fun?"

"We got thrown out of the sky!" Slipstream shouted, but Sideswipe hushed him.

"Oh, nothing much really," He explained, "Decepticon attacks, taking in prisoners, getting hunted by an Energon sucking war criminal. Y'know, the usual things."

"What was that last part?" Windblade asked. Sideswipe might have answered, but Arcee had had enough of the introductions.

"It doesn't matter, _okay_? Bumblebee and the others are in danger, and we need to get to them before something happens!" She shouted, arm blades retracting, "The more time we waste, the less time we have! If you want to come up with a plan, you can do it on the way over, alright?"

WIndblade held her hands up defensively, "Okay, alright. Just, calm down real quick, would you? We don't need this getting more stressful than it needs to be, alright?"

"Uh, hey guys?" Russell started, walking between them and pointing toward the Command Center, "We might have another problem."

"Ugh, what now?" Sideswipe grumbled, looking over the scrapyard.

Nothing seemed to be out of the ordinary, other than Saberhorn laying in the middle of the yard. Everything was as messily organized as it always is, a few old cars lying around, some creepy statues, the Ground Bridge. He didn't think anything about it at first, but then he remembered they'd left the gate open, and that there was someone else missing from the scrapyard. Russell confirmed what they already realized.

"Thunderhoof's gone."


	16. Safeguard

**Apologies for the wait, and the potentially lackluster chapter. Didn't get the chance to proofread but I'll be busy for the next week and didn't want to keep people waiting**

* * *

Knock Out realized a bit too late that what he'd just done was possibly the worst spur of the moment decision he'd ever made, and considering almost every decision he'd ever made was spur of the moment, that was certainly saying a lot.

Except, he wasn't really sure if he cared this time around. Even without her vampiric tendencies, Airachnid was a _monster_. She did nothing but hurt others. She tormented Arcee for centuries, killing and threatening those she was close to. She'd tried to domesticate Predaking. She'd threatened an entire army of Decepticons.

 _She'd killed Breakdown._

He'd been coming to terms with the fact he was gone, or had been trying as best as he could. Joining the Autobots had helped in some way, because even though they hardly trusted him at first, they made an effort to be friendly. Arcee had actually been the hardest to gain the trust of, but once he had, they learned they got along rather well.

If only he knew they'd come to hate the same bot, for the same reason.

"Is everything some sort of game to you, Airachnid?" Knock Out yelled, saws out and wings flared, "If this is some elaborate ploy to kill me, than by all means, get on with it!"

He had hardly been able to see her since they'd ran off, and she hadn't made it obvious where she'd gone either. She'd stayed quiet, jumping through the trees on occasion and always managing to lose Knock Out whenever he got close. She was toying with him, and it was beginning to drive him mad.

It probably would have been a good idea to go back to Bumblebee, but that was far from an option now. He had no idea where he was in these woods, and he hadn't found a spot clear enough to transform and fly off. In fact, this part of the forest actually seemed thicker, and he kept knock his wings into branches as he walked.

He stopped as he looked around again, weapons lowered as he sighed in annoyance. He'd just led himself into a trap, hadn't he.

"Alright, fine." He said, turning his saws back into hands and lowering his wings, "We've played enough at this game. So either shoot me or reveal yourself, because I think we're deep enough in these oversized sticks to know we're both pretty much grounded."

He waited in silence a moment until he heard rustling behind him, and turned to see Airachnid land behind him. He resisted the urge to lunge at her, still furious over what she'd done, and took the moment to stare at her. Airachnid just stared right on back.

"What, no more unbridled rage? No saw at my throat?" She asked, "Oh come on, you could've at least made this a _little_ fun."

"Oh don't worry, I'm quite adept at finding ways to get revenge in rather unorthodox ways." Knock Out assured, crossing his arms, "But that's for another time, you said we had business with each other. So if you don't mind, I'd rather us attend to that in a civilized manner."

"Fine, have it your way," Airachnid huffed, walking around Knock Out. He watched her every movement, still untrusting as she wandered, "But, you know that stunt you pulled by breaking out of stasis? The Council's not happy about that."

"Yes, but what does any of that have to do with _us_?"

Airachnid shrugged, "They asked me to hunt you down."

"And why exactly should I believe that?" Knock Out asked, "It doesn't even make any sense, you're an incredibly untrustworthy individual, and no less of a traitor to our species as a whole than I am to the Decepticons."

"Exactly."

She stopped in place, turning to Knock Out as he tilted his head in confusion. But she didn't explain anything yet, and it wasn't until Knock Out became a bit too anxious about being stared at that he broke the silence himself.

"You haven't given me a straight answer." He said.

"That's because there isn't one," Airachnid explained, walking up to Knock Out. He didn't freeze up like she expected, but he did try to reach for a weapon he didn't seem to have. "By all accounts, the council should hate me. Our world should hate me. But instead, it seems they've come to me for help with locating a rogue medic. A waste of time, don't you think?"

"Perhaps they're short on medics?"

"Oh please, don't think those skills of yours make you valuable. You're just as likely to turn someone into some sort of monster as you are to help." Airachnid sneered. Knock Out fidgeted uncomfortably, but refused to look away, and she smiled as she continued, "No, they want you back because you're the only one left. No Shockwave, no Soundwave, and no Starscream. Just you."

Knock Out might have questioned her further, but she stopped him before he got the chance and put a finger to his chest, trailing her claw down it and saying, "And that's why you're coming with me."

"I'm not going anywhere with you." He said, grabbing Airachnid's hand and roughly pushing her away, "You're just trying to confuse me, and I refuse to cooperate with someone like you."

"Oh, well that's a shame." Airachnid sighed, turning away and wandering again, "I guess we will be doing this the fun way then, huh? Should I maybe go after Arcee first? Or torment her by turning _you_."

She pounced at him, jaws open and ready to bite, but was struck with a strong jolt of electricity before she could hit. It surged painfully through her body, and she didn't move until whatever had hit her had stopped, falling to the ground as soon as she was free. It left her in a bit of a daze, confused until she heard Knock Out speak.

"Well that's interesting, I'd really love to get my hands on my own."

He was holding some strange looking Energon prod, looking over it curiously. It was a glowing blue, and much too large to have been hidden anywhere on him. Upon noticing Airachnid looking up at him, he swung it to point in her face, electricity crackling.

"Now then, unless you want to feel the full power of this thing, I suggest you tell me exactly why you're here."

She hissed at him, face momentarily beginning to split open before Knock Out jabbed the prod between her eyes and gave her a somewhat lighter shock. Getting the message, Airachnid shut her mouth and hissed again, but quieter.

"The council wants you back because you were one of the last ones to see Megatron alive." She explained, trying to lower herself further into the ground. She could've drilled to freedom, but she'd gone through so much trouble to get Knock Out lost in the first place it would've been a waste of time, "They think you might know his location."

"Well I don't. You'd be better off looking for Shockwave, he'd probably keep tabs on him." Knock Out said, inching the prod ever closer, "What do they even plan to do? Arrest him? Good luck with that."

Airachnid squirmed back, saying, "I already tried Shockwave! What, do you think I went after the Predacons for my collection? I don't bother with that anymore, I was hurting them to get Shockwave to show himself!"

"Well that certainly didn't work out, now did it?"

"He sent them off to the same planet you took refuge on, didn't he?"

Knock Out shoved the prod into her face again, only yanking it back when he got tired of her pained cries.

"You're nothing but the scum of the Pits." He growled, "All you do is hurt and kill. Why would the Council even trust you? I would've expected such a high and mighty group of Autobots to kill a monster like you."

"Who said the council was composed of Autobots?"

Knock Out froze a moment, staff lowering in surprise. Airachnid took the opportunity to shoot a web at him, hitting his face. He dropped the weapon as his hands went to his face, scrambling to get the webbing off him. But the instant he managed to, Airachnid knocked him over and jabbed her spider legs into his wings, pinning him to the ground.

"That's right," She said, smiling as Knock Out flinched back, "It wasn't Autobots who locked you up, it was Decepticons. You betrayed the cause, so you were thrown into stasis. They didn't actually care much when you ran away at first, less trouble for them, but when they learned you were one of the last to see Megatron? Well, I think you see where am I going."

"They sent you after me." Knock Out said, "Even though you're just as much of a traitor to the cause as I am, if not more so. They would never trust you."

"You're starting to catch on now, aren't you?"

Knock Out was silent a moment, thinking things over before saying, "You don't plan on going back to Cybertron, do you? They would just throw you into stasis, or kill you."

"Yep, and they've got nothing there for me anymore either." Airachnid replied, "And if either you, Arcee, or any of your other Autobot friends decided to step foot back on Cybertron, they'd do the same thing."

"Then why did you even do what they asked?"

Airachnid shrugged, "Because it's nice to know where your enemies are, don't you think? Makes them easier to hurt. But enough of that."

She yanked her claws out of Knock Out's wings roughly. He let out a surprised yelp as she did so, but was otherwise quiet as she shot them with a glob of webbing.

"Now that you're grounded, this will be much easier." She said, before grabbing his arm and yanking him to her, "Because whether you like it or not, you're coming with me."

* * *

Bumblebee had managed to kick Steeljaw off him, but he wasn't having much luck fighting back. Steeljaw had managed to knock his blaster, the only weapon he had left, out of his hands. At this point, most of the fight was avoiding hits and jumping out of the way, in the hopes of tiring him out first. It wasn't working too well, and Steeljaw was getting mad.

"Fight back you coward!" He snarled, pouncing at Bumblebee, only managing to dig his claws into dirt as his opponent leapt away. "Stop running and fight like an Autobot!"

"I don't want to fight you right now, Steeljaw!" Bumblebee yelled back, hopping away again as Steeljaw ran towards him, "I want to protect my friends, and I want to protect _your_ Decepticons!"

"How is throwing us into stasis for eternity _helping_?"

He slammed his hands into the dirt as he yelled, claws digging in again as he bared his teeth and charged. Bumblebee hopped away, and Steeljaw slid into a tree, claws embedding into the bark. He growled as he tried to yank them out, but they stuck tight. Bumblebee took the opportunity to glance at Drift and Strongarm.

They'd finally awoken, but only Strongarm had gotten up enough to see what exactly was going on. Drift was bent over and holding his head, still a bit dazed. Thankfully the Insecticons still hadn't moved, but Bumblebee knew it was only a matter of time. He was going to tell them to retreat and leave him to the Decepticons, but didn't get the chance as Strongarm yelled a warning at him instead.

"Bumblebee, watch out!"

He heard the sound of wood snapping as Steeljaw finally tore his claws out of the tree, and turned to see him lunge. This time Bumblebee didn't jump away, he was too close to his teammates and the Insecticons, and it would be much worse for Steeljaw to get them. So he shielded himself and waited for the claws to dig into his armor.

But instead of feeling pain, Bumblebee heard a clash of metal and a yelp. He hesitated a moment, but eventually lowered his arms, expecting to see either Drift or Strongarm fighting Steeljaw. But he was surprised, and maybe even a bit stunned, to see Thunderhoof on top of Steeljaw, pinning the struggling mech to the ground.

"What are you doing out of the scrapyard?" Strongarm demanded, she apparently hadn't been struck speechless like Bumblebee, and she sounded rightfully angry, "Do you know how much more trouble you just landed yourself in-"

"Oh _shut up_!" Thunderhoof barked back, holding his arm against the struggling Steeljaw's neck as he tried to bite him, "Just be grateful I _didn't_ let him dig into your idiot lieutenant's spark!"

Strongarm might have said something to defend Bumblebee, but held back as one of the Insecticons suddenly twitched to life. It roared and swung at her, and she drew her Decepticon Hunter to fight back instead. Either Airachnid had finally given them orders, or they'd finally snapped out of their stupor at Strongarm's yelling. Drift finally rose as well, drawing his swords as the other Insecticon sprang to life at the other's cries.

Which left Bumblebee stuck between their fight, and Steeljaw and Thunderhoof. Steeljaw was still struggling under Thunderhoof, but he had him pinned by the weight of his body. Still, Steeljaw tried to tear at him, but Thunderhoof had managed to get both his arms pinned, even if awkwardly.

"Traitor! How dare you take away my chance to tear Bumblebee to pieces!" Steeljaw yelled, trying to kick Thunderhoof off of him, "I'll tear you to shreds!"

"You wouldn't." Thunderhoof mocked.

"And what makes you so sure?" Steeljaw growled, stopping his struggling, but only for the moment.

"Because you know that'd just prove how much of an _incompetent_ leader you really are."

Steeljaw snarled, kicking both legs hard enough to knock Thunderhoof off him and freeing his arms to push him against the nearest tree. He slammed into it with a yelp, Steeljaw then using Thunderhoof's own move against him by holding him against the tree by his neck. Confidence at once having Steeljaw pinned drained immediately, and was replaced by a look of uncertainty as Steeljaw put his free hand's claws to Thunderhoof's face.

" _I_ am the one in charge here, not you. You cannot dictate what I will and won't do, and you do not give me orders." Steeljaw growled, tapping a claw against Thunderhoof's face, tail swishing irritably, "Remember your place."

"What do you care about my _place_?" Thunderhoof asked, ignoring his discomfort to question Steeljaw, "What do you even care about that involves me _at all_? Did you even _look_ for me?"

"What?"

"When I didn't come back that night, did you even bother _lookin'_ for me?"

"I didn't get the chance! Clampdown didn't tell me anything!" Steeljaw argued, pulling his claws away, "I went to the cave eventually, it's not my fault you were gone by then."

"Really? 'Cause I'd've been dead by then if it weren't for the Autobots." Thunderhoof explained, trying to loosen himself from Steeljaw's grip and growling, "Look, I know it's hard for you, but why not tell me the truth for once? You weren't lookin' for me, you were lookin' for the Predacons, weren't you?"

"Predacons _don't_ exist."

"Then tell me what _tried to tear my leg off!_ "

Thunderhoof tried to kick Steeljaw off, but he retaliated by stomping his own foot against Thunderhoof's weakened leg. He let out a cry of pain, but with his good leg freed he kicked back harder, this time managing to free himself completely and knock Steeljaw away. He stumbled back towards Bumblebee, snarling when the Autobot tried to grab him.

"We'll finish our fight later." He snapped, slapping him away with his tail and turning back to Thunderhoof.

He was up and leaning against the tree now, injured leg elevated off the ground and slowly trickling Energon. Steeljaw hadn't thought he'd hit him that hard, but maybe he'd underestimated how damaged he already was. Either way, it made Thunderhoof an easier target, but Steeljaw knew he'd still fight back if he needed to. After all, it seemed Thunderhoof was certainly trying to rile him up now.

"Y'know what Steeljaw, think I've finally figured it out," He started, scraping the ground with his injured hoof, "Just why I hate you so much. You're _greedy_ , sneaky and untrustworthy too. How could anyone ever trust you to be in charge of a whole planet when you can't even be bothered to trust or care about your packmates?"

"And what makes you any better?" Steeljaw asked. He was obviously agitated by Thunderhoof's words, tail swishing and claws flexing, but he held back doing anything he'd regret by berating him right back, "We've all seen how you treat Clampdown, am I supposed to believe you didn't treat _all_ your underlings like that? You've got an awful disposition yourself, there's no wonder your empire fell, you were probably never very good at running it."

Thunderhoof scraped the ground again, but didn't move. He wasn't even sure if he should, the kick Steeljaw had given him had hurt, and he was worried he'd fall if he tried. Even if he did try to move, Bumblebee was still watching them and would probably try to do something himself if he did anything like that. Not to mention the other Autobots had probably noticed he'd wandered off by now, and they were no doubt following his trail.

Why did he even decide to leave the scrapyard in the first place? Because some part of him wanted to _save_ Steeljaw? Prevent him from turning into something like _him_? What was the reason he was even like this? So much younger than Thunderhoof, yet so desperate for power and freedom.

"Steeljaw," Thunderhoof started, voice surprisingly calm despite the accusations being thrown at him, "Why did you join the Decepticons?"

"That is none of your concern." Steeljaw growled, irritated that Thunderhoof hadn't fallen for his taunt, "A personal question I wouldn't even be willing to discuss with you, let alone around the Autobots."

"They hurt you, didn't they?" Thunderhoof asked. Steeljaw's tail twitched, and he knew he was on to something. "The Autobots? What did they do to you?"

"It continues to be none of your concern."

"It ain't somethin' you should be quiet about." Thunderhoof continued, "Let the bots know what their predecessors did, let Bumblebee know the bots that were and would become Autobots used us as _slaves_. That is what they did to you, right? After all, it's what they did to me."

He turned to look at Bumblebee somewhat angrily, and it was enough to make the already nervous Autobot stand down. But Steeljaw just continued growling, and grabbed Thunderhoof by the face, yanking him down to look at him.

"Do not act as if you know me," He hissed, tail and claws twitching and eyes bright with rage, "You are nothing but my _prey_. A species to be controlled. You're only free from stasis because I decided you were worth keeping around, not because I care. I am in charge of you. Now do as I say, and _shut up_."

"I don't have to do anything you say," Thunderhoof hissed right back, yanking his head back and pushing Steeljaw away. He finally put his injured leg down and stood as best as he could, doing his best to stand above Steeljaw. "You don't own me."

Steeljaw backed down, tail low and claws twitching. Bumblebee stood unmoving nearby, only glancing toward the Insecticons and his team mates occasionally, more worried about the bots in front of him. Drift and Strongarm could handle themselves, but Steeljaw and Thunderhoof looked about ready to start a fight.

"Steeljaw, Thunderhoof, stand down." He ordered, and even though Steeljaw did take another step back, Thunderhoof only huffed in response.

"You don't get to order me around either, Autobot." He said, "This is between me an' Steeljaw."

Thunderhoof then grabbed Steeljaw, yanking him to look up at him. He snarled and pulled away, jumping back and knocking Bumblebee over. He tried to grab him, but Steeljaw jumped again, running off into the woods. Thunderhoof tried to follow, damaged leg shaky as he stumbled after him, using trees to stop himself from falling.

But Bumblebee got in front of him, once again demanding, "Stand down Thunderhoof. You've gotten into enough trouble, and you're in no shape to fight Steeljaw."

"How 'bout we just worry 'bout our own teammates, alright?" Thunderhoof asked, motioning to the fighting Autobots and Insecticons, "Help _them_. You keepin' me in place ain't doin' nothing other than putting _your_ teammates in more danger, and letting Steeljaw get away. Let me go after him."

Bumblebee hesitated, unmoving other than glancing toward the fighting. Drift and Strongarm could handle themselves, but it'd probably be much quicker taking the Insecticons down if he did something to help. But letting Thunderhoof go went against everything he ever knew.

"I'm not tryin' to start a fight, alright? I'm just tryin' to talk some sense into Steeljaw." Thunderhoof said, absentmindedly scraping the ground in agitation, "I'll come back alright, just trust me for once, will you?"

Bumblebee hesitated again, but finally he stepped away. For a moment, Thunderhoof was too surprised to move, but once he realized Bumblebee wasn't planning anything, he finally continued forward. He only decided to stop when Bumblebee stuck his arm in front of him. He was half tempted to push him out of the way and keep going, but decided to see what it was that Bumblebee wanted.

"Don't make me regret putting any trust in you." He said, before running off to grab his blaster.

Thunderhoof just nodded hesitantly, transforming and driving off in Steeljaw's direction. Bumblebee was half tempted to turn and run after him and take back everything he'd said, but gave in and ran over to help the others.

He arrived right on time to see one of the Insecticons knock Strongarm away, screeching at the sky as its face split open to lunge at her. Putting good use to his blaster, Bumblebee shot it in the face, distracting it long enough for Strongarm to get up and kick it away. It slammed against the other Insecticon, which in turn knocked into Drift, before turning to screech at its own ally. They started fighting each other, giving Drift enough time to stand, but not enough time to defend himself. The vampiric Insecticon smacked him away, mouth tearing open as it lunged at the other Insecticon.

Drift slid across the dirt, dropping both swords near the Insecticons in the process. Strongarm tried to rush over to help, but Bumblebee held her back and shouted, "Forget the swords Drift, just fall back _now_!"

He did as commanded, though reluctantly.

"You are aware I'm completely disarmed now?" He said, trying to hide his annoyance but failing. It didn't matter anyway, as neither Bumblebee of Strongarm answered, too busy standing in shock and horror to respond.

Confused and a bit irritated by their lack of response, Drift turned just in time to see one of the Insecticons fall to the ground, dull and lifeless. The other one stood over it, mouth closing to stare at the Autobots.

All three stared right back, Bumblebee and Drift completely at a loss at what to do, and Strongarm had her own mouth covered, staring in horror between the Terrorcon and its freshly dead prey.

The Insecticon lunged again, and Drift had to grab Strongarm as he and Bumblebee jumped away. It roared as it landed, glancing between the three of them until Bumblebee shot it with Strongarm's Decepticon Hunter, urging it to charge at him.

"Get back to base!" He shouted, avoiding the Insecticon's swipes and lunges, "It's safer there, I'll handle this!"

"No, we're not leaving you!" Despite still holding onto Drift, Strongarm had recovered enough to yell "Regulations say-"

"I don't care about regulations!" Bumblebee snapped, slapping the Insecticon's tongue away with the gun as it shot toward him, "This isn't about police work anymore, it hasn't since Airachnid showed up! Keeping you two alive is more important than-"

The Insecticon suddenly grabbed him roughly, lifting him high off the ground, but instead of sucking him dry like he expected, it flung him away. He landed on something sharp, crying out in pain as it stabbed him. Whatever it was cut into him, and the resulting Energon leak was enough to make the Insecticon freeze. It inspected the air around it, laying its eyes on Drift and Strongarm.

"I told you two to leave!" Bumblebee shouted, both trying to distract the Insecticon and save his friends, "What part of that are you refusing to listen to?"

The distraction worked, and the Insecticon turned to him, finally noticing that he was the source of Energon it smelled. Bumblebee tried to reach for either his or Strongarm's weapon, but his hand brushed against something else.

One of Drift's swords. That must've been what he'd landed on.

He grabbed it, but didn't lift it, watching the Insecticon. It continued to stare at him, unmoving other than the occasional twitch and head tilt as it inspected him. Bumblebee stayed still as well, holding the sword tight as he waited for the Insecticon to lunge.

But it didn't, instead getting on all fours and crawling around him like a predator stalking prey. Bumblebee wondered, was it doing this for fun? Or maybe, since he hadn't moved since it'd turned to stare at him, it thought he was simply too injured to get up. Either way, he still hesitated to move.

Drift and Strongarm still hadn't left, both obviously refusing to abandon Bumblebee, but too worried about drawing the Insecticon towards themselves to call for backup. Neither had any weapons either, and if the Insecticon lost interest in Bumblebee, it could go after them instead. Bumblebee didn't want to risk that.

He had a plan. A terrible, terrible plan he really didn't want to go through with, but he didn't see any other choice. The Insecticon had already taken down one of its own, and Bumblebee didn't plan on letting it hurt or kill anyone else.

He began to get up, slowly at first, until the Insecticon realized what he was doing. It hissed, wings buzzing as Bumblebee finally stood, Drift's sword in hand. He held it out, his own Energon coating the blade where he'd landed on it.

"Is this what you want?" Bumblebee asked, watching the Insecticon's gaze follow the sword as he pointed it to the ground. Wiping his free hand against the leaking part of his back, he held it out and let the Energon drip to the ground, "Then maybe you should hurry up and get it."

As expected, the Insecticon lunged, but this time Bumblebee didn't jump out of the way. Instead, he took the sword in both hands and held it in front of him, feelings of regret for what he was about to do filling his head, but there was no turning back now.

The Insecticon was upon him in seconds, but it somehow felt like far too long. Once he thought it close enough, Bumblebee drove the sword upward. It pierced into the Insecticon's head, the creature letting out a high pitched screech of pain as he did so. Bumblebee flinched at the noise, but still he drove the sword deeper, twisting it as much as he could to get the thing to die quicker. Its Energon leaked onto him as he did so, and he desperately hoped none dripped onto his own leaking wound.

The Insecticon continued to fight a moment longer, until letting out another screech, slumping over Bumblebee afterwords. He let go of the sword as he felt its weight fall over him, backing up and staring at the creature as it fell to the ground and twitched, another sword, _Sideswipe's_ sword, sticking out of its back.

Bumblebee looked up to see Sideswipe himself standing behind the Insecticon, frozen in terror and unwilling to pull his sword out. Drift and Strongarm were still standing nearby, but now Arcee and Windblade had arrived as well.

"I just killed something." Sideswipe muttered, voice raising as the realization dawned on him, "I _killed_ something."

" _We_ just killed something." Bumblebee replied, but he didn't look at Sideswipe. He was distracted by the look of horror on Strongarm's face, and wasn't quite sure he wanted to include Sideswipe's horror in the whole mess.

Neither he or Strongarm had ever seen anything die, they'd seen badly injured bots, but never something like this. They were young, and they'd never experienced the horrors of war, of constant death, and Bumblebee had hoped to keep it that way. But he'd failed, and now not only had Strongarm witnessed two creatures die in one day, Sideswipe had actually helped with killing one of them.

"Did it bite you?" Arcee asked suddenly, looking between Bumblebee, Drift, and Strongarm, "Any of you?"

"No, I-" Bumblebee shook his head, looking himself over and wiping the Insecticon's Energon away, "I'm fine. I need a good wash now, but I'm fine"

Waiting for the others to confirm their safety, Arcee then asked, "Where's Knock Out?"

"He ran off after Airachnid." Bumblebee explained, jumping in front of Arcee before she had the chance to run off to find them, "I couldn't follow, okay?"

"And why couldn't you?" Arcee demanded, almost yelling, "You said so yourself Bee, Airachnid is dangerous, and Knock Out's our friend! We're supposed to protect each other, but you just let him go after he alone?"

"I didn't have a choice, Arcee!" Bumblebee argued back, "Drift and Strongarm had been knocked unconscious by the Insecticons, and Steeljaw attacked me! I didn't really get much of a free moment until Thunderhoof came in and went after Steeljaw himself. There was just too much going on!"

Arcee might have wanted to argue back, but she didn't, instead stepping back and saying, "You're right, I'm sorry. Knock Out might be our friend, but you have your own team to take care of now, and he's more than capable of handling Airachnid himself."

She smiled, somewhat sadly but sincere. She was no doubt still worried about Knock Out, but both her and Bumblebee knew there were other things to worry about. But with any luck, Knock Out was the reason Bumblebee's Decepticon hunter had gone missing, so he's at least got a potential weapon on him.

"Not to interrupt something important," Windblade said, surprisingly calm despite the current goings on, "But where exactly is this new Decepticon friend of yours anyway?"

Bumblebee hesitated, still a hint of regret about what he had decided to do, but he pushed that away as he admit, "I let him go after Steeljaw."

"You did _what_?" Strongarm cried, finally having broken out of her state of terror. "Do you know how many codes you just violated?"

"He said he'd come back." Bumblebee explained, "And before you say anything, I've decided I'm going to trust him."

"And you just believed him?" Strongarm asked. "What if he lied to you? We haven't even gotten the coordinates from him yet!"

"The coordinates don't matter right now!" Bumblebee argued, taking a moment to calm down before continuing, "Right now, we have to focus on finding Knock Out and Airachnid. She knows where the island is, and she's already threatened to kill everyone on the island, or even worse, turn them into things like _them_."

He pointed to the dead Insecticon. Sideswipe was still standing near it, and Bumblebee had to look away upon seeing him. Windblade seemed to sense the discomfort at the moment, and went over to Sideswipe in an attempt to comfort him.

"I don't want anyone else getting hurt." Bumblebee continued, "And I really don't want anyone else dying. So if you don't mind, I'd like to go find them now, alright?"

Strongarm nodded, then went to Sideswipe as well. That left Bumblebee with Arcee and Drift, but the latter seemed a bit concerned about something else.

"Jetstorm and Slipstream separated from me during the fighting, and Saberhorn went after them" He said, still looking around a bit, "I need to find them."

"They're fine, they're at the scrapyard." Arcee assured, "They even managed to take Saberhorn down themselves, though they got a bit battered in the fight."

Drift nodded, visibly relieved, before turning to Bumblebee.

"The scrapyard could probably do with some more protection." He said, "It'd probably be for the best if you go back actually, we've already got a pretty big team out. I can com you if we need you."

Drift nodded again in thanks before gathering his weapons and leaving, while Bumblebee and Arcee went to the others. Sideswipe had finally turned away from the Insecticon's body, his own Energon stained sword back in his hand, but both him and Strongarm still looked uncomfortable.

"Are you two fit to keep going?" Bumblebee asked, "You could go back to base if you'd like."

Both shook their heads, but only Sideswipe spoke.

"No, I want to find Knock Out." He said, looking to Bumblebee, faking his usual confidence as best as he could. But it faltered quickly as he took another glance at the Insecticon, "I just never thought I'd kill something."

"And I never wanted you to." Bumblebee replied, before looking back to the dead Insecticon once more, "But there was no saving this one."


	17. Nothing Left to Say

**Yeah I have no excuse for taking this long to update.**

* * *

It wasn't hard to figure out where Steeljaw was going, so tracking him was easy enough, Thunderhoof just followed him down the closest path to Decepticon Island. It was making his way through the trees that made it tedious, because even though he could just knock most of the small ones over, he wasn't really built for forested terrain. He was also trying his best _not_ to knock them over, since he'd learned the humans seemed to appreciate the things, and he was also worried it'd make it easier for the Autobots to track _him_.

Thunderhoof wasn't even sure if he'd actually keep his word. On one hand, he'd been desperate to escape the Autobots, and this was the perfect opportunity. But then again, he was still frustrated with Steeljaw and in absolutely no mood to go back to living with him. There was also the third, and stupidest, choice to finally go out on his own, never going back to anyone and just living out on Earth with no one to control him, but he tossed that thought aside. He didn't want to spend eternity alone on this planet either, and he knew he wouldn't do well in his current state.

He wished he would just hurry up and heal, relying on others for his own survival felt pathetic, and he hated it. As it was, he was already tired and in pain, but he was willing to push himself far past his limits to convince himself he didn't need anyone.

Thankfully it didn't take long to find an opening in the forest, and Thunderhoof realized he had finally made it to the lake where the crashed ship was located. Just as expected, Steeljaw was there, right at the water's edge and staring into it. Thunderhoof rolled up to him, but stayed a decent distance away before transforming.

"Please tell me you didn't just betray every other Decepticon by leading the Autobots to the island." Steeljaw said, still not looking away from the water.

"'Course not." Thunderhoof replied, shrugging a bit, "'Sides, I followed you here, if they found out the location of the place it'd be your fault. Why're you just sittin' around in the mud anyway?"

"Because it was obvious _someone_ was going to follow me. And I'd have rather not been seen going to the island." Steeljaw huffed, tail beginning to twitch, "Though, I admit I would've preferred it to have been Bumblebee."

"Why? You afraid the old beaten' Cervicon's gonna knock you to the ground?" Thunderhoof mocked. Steeljaw's tail swished irritably, and Thunderhoof had to remind himself he wasn't actually trying to start a fight. "Alright fine, I just wanna talk to you about somethin' Steeljaw."

"Never struck me as the talking type." Steeljaw mused.

"Last I knew, I didn't strike you as the reading type either."

Thunderhoof tossed something at Steeljaw, who caught the item without much trouble. It was a datapad, cracked and broken, screen flickering occasionally. Steeljaw looked it over curiously before finally turning to Thunderhoof in confusion.

"What exactly do you expect me to do with a dilapidated data pad?"

"That's the pad I was readin' when you asked me to check out the Predacon's cave." Thunderhoof explained, "It's a list of all the Alchemor's prisoners, with a buncha probably personal stuff on 'em too. But a few are a bit lackin' in details."

"I'm aware. I've read them." Steeljaw replied, standing up but still staying out of Thunderhoof's reach. "What are you trying to get at here, exactly? Your taunting was better back in the woods."

"What I'm tryin' to say is that, other than the instigating scrap you got arrested for, there's absolutely _nothin'_ about you in that datapad."

"There was next to nothing I didn't already know about you either." Steeljaw snapped, pointing at Thunderhoof accusingly, "You worked in Kaon. You killed someone and then took everything they had to make your empire. You stole property, I expected more from you."

"That's still more than what they had on you," Thunderhoof huffed back, "Though I take it you think I killed that one intentionally."

Steeljaw's claws lowered, but he stared at Thunderhoof suspiciously. He'd always assumed Thunderhoof was just an aggressive and violent bot, and had never bothered to think much else of it. Yet here he was, claiming that he didn't mean to kill someone, and expecting Steeljaw to believe him.

"How do you kill someone like that on _accident_?" He asked. "You ran a crime syndicate, and you expect me to believe you never intended to kill anyone?"

"By not knowin' what you're capable of, obviously." Thunderhoof snapped back, starting to get irritated, "What, d'you really think I just crawled outta the Well one day and decided to start a gang? I worked in the _mines_ , Steeljaw. My kind were just used for physical labor."

He then crossed his arms as he muttered, "That don't mean I've never killed anyone on purpose though, and _by Onyx_ are you testin' me to do it again."

"I'd just like to see you try." Steeljaw mocked, tail swishing again. Thunderhoof just rolled his eyes.

"Alright, fine." He said, stepping up to Steeljaw, "Have it your way."

Without warning, Thunderhoof yanked the datapad out of Steeljaw's hands and then kicked him into the lake. It wasn't a particularly hard kick, but it was enough to make Steeljaw angry, and enough to make Thunderhoof fall. Steeljaw was much quicker than him to recover, and he jumped out of the water with a snarl, water flying as he flared himself out aggressively.

So much for not starting a fight.

"Go ahead, attack me." Thunderhoof dared, "Shred me to pieces, just end it here and now. Don't let me stop you from adding murder to your list of crimes, you obviously don't care."

Steeljaw didn't pounce, instead looking over Thunderhoof, confused and angry as he asked, "What is _wrong_ with you?"

"You're really askin' me that?" Thunderhoof asked, letting out a bitter laugh, "I got scrapped by a couple of Predacons, tore me up so bad I can hardly stand, let alone walk! Not to mention, to add insult to _literal_ injury, I learned that everything I ever had on Cybertron was gone, everything I fought to have! An' that was just within the span of one Earth month!"

He stood and staggered back, hand to his face as he asked, "What do I even have left to live for, Steeljaw? You were the closest thing I had to a friend, but you couldn't care less about anyone! You only kept me around for _this_!"

He snapped his fingers as he said the last bit, sparks sizzling between them as he stared down at Steeljaw. His plating was no longer flared, and instead of being angry, he looked somewhat uneasy. Whether it was because of the sudden outburst, or the fact Thunderhoof finally figured out his reasons, Thunderhoof didn't care. He'd had _enough_.

"I'm an _outlier_ , Steeljaw." He said, "But you knew that much, didn't you? It's why you kept me around even though you didn't trust me, ain't it? It's why _they_ kept me around, after all."

"An outlier? Now Thunderhoof, how could I ever have- " Steeljaw began, stepping back and changing the subject as electricity sparked over Thunderhoof, "Who're they? Do you mean the Autobots? I am nothing like them!"

"But you're really no better than them, y'know that right?" Thunderhoof accused, stepping toward Steeljaw again, " _Neither_ of us are. We got the freedom we always wished for, and we ruined it for ourselves. We became what we hated, and we deserve what's comin' to us. At this point, the only difference between us is that I've begun to _regret_ what I've done. You haven't."

"I have _nothing_ to regret. Other than letting Bumblebee live as long as he has." Steeljaw hissed back.

"Narcissistic mutt!" Thunderhoof shot forward and grabbed Steeljaw's face, yanking him over as he frustratedly exclaimed, "The only thing murderin' him is gonna do is land you in more trouble! Why won't you learn? Can't you figure out I'm tryin' to help you for once!"

Steeljaw tried to pull away, but Thunderhoof yanked him back, continuing on his tirade.

"I don't want you to do somethin' so stupid!" He yelled, anger fading into something more akin to regret and worry, "You're too young to be like this, Steeljaw! Too young to be so angry and desperate for power! Please, your crimes are so _minor_ , it ain't worth it! I just don't want you to end up regretting what you're-"

Steeljaw cut him off with a swing of his claws, and Thunderhoof's words turned to choked static. He released Steeljaw and stumbled back, slamming against a tree.

"The only thing I regret is ever letting you join my pack!" Steeljaw yelled, "You've done nothing but rebel against me, fight me! You've disproven your worth, and shown that you're just a threat to my plans! You're nothing more than…"

He trailed off, rage fading when he noticed how Thunderhoof was staring at him. He looked uncertain, almost scared, and he had a hand against the side of his neck. Steeljaw stepped toward him, but stepped right back when Thunderhoof growled at him, electricity sparking over his frame.

"Thunderhoof?"

Steeljaw knew his packmates were scared of him, but Thunderhoof had always tried his best not to show it. If anything, He was the one who always fought _back_ , or made it obvious he was only begrudgingly going along with what he was being told. This time something was wrong though, this time Thunderhoof was _actually_ scared _,_ and something about that made Steeljaw anxious himself.

It was only when Thunderhoof removed his hand with a pained grunt that Steeljaw saw the glow of Energon staining it, with even more leaking from gashes on his neck. But it wasn't until Steeljaw lifted his own hand, intending to help Thunderhoof in some way, that he saw the Energon dripping down his own claws and realized what he'd done.

He'd slashed Thunderhoof's neck.

He hadn't meant to.

"Thunderhoof, I-"

" _Don't come near me_."

Thunderhoof's voice buzzed with static, and electricity continued to spark over him. Steeljaw stepped back, ears flattened and tail lowered as he did so. He felt guilty for what he'd done, even though he felt he shouldn't. What Thunderhoof had said was true, Steeljaw had used him as a pawn, his skills and status were useful to get what he wanted. So why did seeing Thunderhoof in such distress cause him such worry?

 _You were the closest thing I had to a friend._

Apparently, despite shoving away any thoughts of such a thing, Steeljaw felt the same way. It was no wonder really, bots like him and Thunderhoof were social, they were coded to crave some sort of companionship. Even if Steeljaw was convinced he could function fine on his own, Thunderhoof couldn't have staved off his coding for long. Cervicons were skittish by nature, and even as a hardened crime boss, Thunderhoof still had the deep rooted coding of one.

So it shouldn't be much of a surprise that, after going through so much at once, he was reverting back to that anxious and long buried nature. Steeljaw knew enough, Thunderhoof had been hurt badly. He couldn't function right, and in his vulnerable state that coding had likely come back full force. Steeljaw also knew, that if Cervicons were anything like Wolfcons, that it was probably screaming at him that he _needed_ a herd or companion now, someone to help him, someone to make him feel safe.

And somehow, despite their constant squabbles and fights, Steeljaw was that bot, the only one Thunderhoof had felt he could trust. But the moment Steeljaw had slashed his throat, he'd lost any shred of safety he may have felt around him.

"Thunderhoof, please," Steeljaw began, stepping toward him again. Thunderhoof once again growled in response, but didn't begin sparking like Steeljaw expected, "You're right. I used you as a pawn. I was greedy, still am definitely, and thought an outlier like you could help me get what I want. And to be honest? You were doing alright, everything considered."

"A bit late to be admittin' that, don't you think?" Thunderhoof spat, voice still laced with static as he struggled to stand, before leaning against the tree, "Damage has already been said and done."

"Yes, and I'm sorry about that." Steeljaw said, raising his hand somewhat defensively, only realizing after doing so it may not have been a good idea with Thunderhoof's Energon still staining his claws. "You're stressed out, I'm stressed out, it's all a big mess right now. But even with all our fighting I never meant to actually hurt you."

"You stomped my busted leg before coming over here."

"You punched me in the face."

Thunderhoof took a moment to argue back at that one, opening his mouth to say something, but not getting much more than static out. His panic from earlier hadn't quite faded, and like Steeljaw had said, he was horribly stressed. He was mess of anger and frustration, already pawing the ground anxiously, and he had no doubt he was doing a terrible job at hiding it.

"If it settles things, I had every intention of doing that." He said, "I know bots like you Steeljaw, I _was_ one. You use threats and fear to get what you want, and you don't actually trust anyone, you _use_ them. We're no better than those bots back on Cybertron, the ones that hurt others to get what they wanted. No better than the ones that auctioned off bots like me just 'cause we were worth more for havin' some sorta special abilities..."

Thunderhoof's voice had quieted at the last bit, speaking more to himself than anything, but Steeljaw still heard. And it certainly had brought new and questionable things to light. He tried to step up to Thunderhoof again.

"Auctioned?" He started, almost a bit worriedly, "Thunderhoof, I-"

"No," He snapped, visibly flinching as he pawed into the ground a bit too hard, "I don't care what you have to say anymore. You lost your chance, you've proven that you're no better than them, that if I don't obey you I'm better off dead."

Thunderhoof looked away, beyond the water to the cloaked ship. He couldn't actually see it, but he knew it was there, not that it mattered to him. He just wanted to look at something other than Steeljaw, and the water was enough of a distraction.

"I've been thinking that they were probably right." He muttered, not caring if Steeljaw had anything else to say, "If they had just let me die, none of this would've happened. I wouldn't have wound up where I am now, and I wouldn't have become just like them, hurting others out of greed. I wasn't the one who deserved _-ZZT"_

Thunderhoof's voice cut off to pained and unintelligible static as he flinched back before freezing in place. He took a moment to recover from the shock, staring out at nothing before lowering his gaze to look down at Steeljaw, who seemed just as shocked and confused as him, hand over the gashes on Thunderhoof's neck. He hadn't grabbed him roughly, but it had been entirely unexpected, and quite unwelcome. But even as Thunderhoof put his own hands around Steeljaw's arm, tempted to shove him away, he couldn't.

"Thunderhoof," Steeljaw started slowly, voice unsure as he continued, "I may not have joined the Decepticons for the same reasons you have, but I did so out of my volition. However, that doesn't stop the fact that you're absolutely right, and it was out of greed and a lust for power. With that being said, I never did have anybody by my side for any of this."

He felt Thunderhoof shiver under his grip, and removed his hand from his neck, worried he'd only made him more upset. Thunderhoof's grip on his arm tightened however, and it took him a moment to realize that it wasn't anger making Thunderhoof shake, but slowly worsening exhaustion and pain. Remembering that Thunderhoof was still recovering from damage, Steeljaw used his free hand to grab one of Thunderhoof's arms and lowered him to the ground into a more comfortable resting position. He went down without a fight, sitting on his knees, still holding Steeljaw's arm as he sat down in front of him.

"Steel..."

Steeljaw hushed him before he tried to say anything else.

"No, Now it's my turn to not care what you have to say." He said, removing his free hand to grab his own face in apparent frustration, "When I said I had nobody by my side, I meant then, not now. I refused to get attached to anyone when there was a war going on, when the chance of getting killed was so high that any sort of relationship seemed like too much of a waste. But that's over now, I have a pack to protect. Now I have…"

He trailed off, trying to find the most comfortable words to say before sighing in defeat, "When you didn't return from the cave that night, I thought little of it. I was mad you were gone, mad that the strongest member of my pack had run off. But when I saw you the next time, looking about half offlined, I was concerned. It turned to anger when you punched me, and it stayed that way for a while, but when _I_ clawed you, all that anger turned back into worry when I saw just how scared you were."

Suddenly letting out a growl, Steeljaw curled his tail around himself as he absentmindedly set his head against Thunderhoof's chest. He felt him flinch at the sudden contact, and his grip on Steeljaw's arm finally loosened, but he didn't try to push him away.

"I'm sorry Thunderhoof," He muttered, "I _really_ haven't exactly been the best of leaders."

The apology was quiet and strained, and it sounded like Steeljaw had to fight to say it, but it was sudden enough to catch Thunderhoof off guard. He was at a loss of what to do momentarily, never expecting Steeljaw to have said anything at all, and only managed to stutter out a bit of static before finally dropping Steeljaw's arm as he finally pulled it away.

" _Ugh_ , this is just all so ridiculous," Steeljaw muttered, tail curling tighter around himself, "I don't know how to comfort others, I'm a _Decepticon_. We're not supposed to be soft, we're supposed to be deceitful! Terrifying and untrustworthy! But I can't deny the fact that you're still a member of my pack, and I should've looked for you when you didn't come back."

He began to lift himself, but didn't get the chance as Thunderhoof grabbed him again, firmly enough to stop him, but softly enough to be almost gentle. Still, Steeljaw looked to him somewhat nervously with ears back, only to yelp in surprise as he was pulled over, Thunderhoof wrapping his arms around him best he could. Steeljaw sat frozen in shock, completely at a loss at what to do.

"We've all done some pretty shady stuff," Thunderhoof said, staying quiet so as to not agitate his glitching voice box anymore, "An' I haven't exactly been the best of packmates either, but that don't stop the fact that we're s'posed to protect each other. No matter how terrible we are to others, we still gotta learn to get over ourselves and stick together, right?"

I…" Steeljaw struggled to speak, unsure and anxious. He had convinced himself that he would've been perfectly fine on his own, but the moment Thunderhoof had hugged him, he realized he had been wrong. Between their war torn world, no longer the place they once knew, a constant desperation to find a place to belong, and the newfound guilt for hurting someone he actually considered a friend, he might have secretly wanted this.

With nothing left, he needed Thunderhoof, and Thunderhoof needed him.

"I think being stuck with Autobots made you soft." Steeljaw said, laying his head against Thunderhoof again.

"Is that such a bad thing?"

"I suppose not," Steeljaw replied, lifting his head a bit to acknowledge the smudge of a Decepticon emblem on Thunderhoof's still slightly warped chest, "But I expect you to get back to stomping them out once you've recovered."

Unexpectedly, Thunderhoof let out a small laugh, "Fair enough."

They stayed together a moment more afterwards, just grateful to have the comforting warmth of someone else against their armor. Both had fought off their natural instincts for too long, and now that they'd found some sort of friend, they weren't quite willing to let go of the other.

Thunderhoof was the first to let go, leaning back to feel his neck again. It was still leaking, and still hurt, but it probably wasn't something to worry about. Onyx knows he'd been through worse, though he'd probably still have to ask one of the Autobot medics to take a look at it and patch it up.

"Thunderhoof?"

"Hm?" He jolted out of that thought when Steeljaw spoke again, wincing at the sudden turn of his neck. Yeah, he'd really need to get that patched up.

"Come back to Decepticon Island with me."

* * *

Bumblebee didn't have a plan this time, nor did he have any drive to make one. He only went as far as splitting their group up to hunt for Airachnid and Knock Out. Arcee with him, and Sideswipe and Strongarm with Windblade. It wasn't exactly a choice he was proud of making, but after what they'd done earlier, he wasn't sure if they even wanted to be around him. He still felt like he should be protecting them himself, but knew they'd be just fine with Windblade.

Not that either team was making any obvious progress either way. He'd commed Windblade just to make sure they were alright, and he and Arcee had only just made their way over to Airachnid's ship, and it showed no signs of being occupied recently.

"Are you _sure_ you don't want Windblade searching from above?" Arcee asked. She was already getting antsy from nothing happening, and it showed. "It wouldn't be hard to identify Knock Out or Airachnid while flying, and there's a possibility they might have flown away, so wouldn't have been a better plan?"

"Maybe," Bumblebee replied tiredly, no less anxious than Arcee, "But these woods can be thick, and it can be hard to drive around in here, let alone fly off. Plus the fact two bright red planes and an unusual looking helicopter would probably be enough to catch a human's attention."

"Really? Because I think I'd be a little more concerned about _these_ getting a human's attention." Arcee replied, knocking on one of the ships, "I'm sure human wander into the woods a lot. Not to mention the dead Insecticons lying down the path."

Bumblebee just sighed, not really wanting to think about the Insecticons, "We're gonna have a lot to clean up."

Arcee just nodded, understanding that Bumblebee didn't really want to talk or think about what had happened. She didn't either, they'd all had enough of death and suffering, but life just wouldn't let them catch a break. Yet even with her worry about Knock Out, she couldn't let one of her oldest friends just mope around wallowing in his own self pity.

"Y'know, I haven't said much about them, but you've got quite the team." She began, "Strongarm and Sideswipe seem pretty capable, and Drift's probably got some calming down to do, but they're a nice bunch. Though I've gotta say I never would've expected to see you teaming up with a Dinobot like Grimlock."

"Why?" Bumblebee asked, turning to look at her with a bit of concern, "Is there something wrong with Dinobots?"

"What? No of course not!" Arcee said, holding her hands up, "I just never thought you'd work with any! Most are pretty, well, rebellious and stubborn."

Bumblebee just shrugged, "Yeah, but who isn't now a days?"

He walked off away from the ships a bit, staring at the sky while listening to his surroundings. Morning sunlight was filtering in between clouds and through the trees now, and birds were singing all around, but he didn't hear any sign of a jet or helicopter. Airachnid and Knock Out were probably in the woods, which just made everything harder.

Arcee stayed where she stood, not entirely sure if Bumblebee was trying to avoid talking, or just getting impatient. There was another team member she was curious about, after all.

"So, what's up with Windblade?" She asked.

"Primus himself chose her to save the Earth during Megatronus' invasion." Bumblebee explained, not thinking much of it. Arcee however took a moment to respond, and he turned to see a rather confused look on her face.

"You… You're kidding, right?"

"We both saw Unicron possessing Megatron's body, Arcee." Bumblebee replied, though he did seem to think his explanation over somewhat, "It's not really the weirdest thing to hear about."

Another moment of silence, before Arcee nodded, "Fair enough."

She didn't bother him with any more questions after this, instead opting to join him in listening for activity. It was peaceful, the chirping of birds and the rustling of leaves with soft winds. Under normal circumstances, it would've been calming, but with what was currently going on, it only served to frustrate the both of them more.

Bumblebee almost hoped Windblade's group had found something finally, but knew they'd have contacted him as soon as they had. On that thought, he was struck with worry at the thought that maybe they had encountered Airachnid or another Decepticon, and were in danger. Surely one of them would've been able to contact him still if that were the case?

He had half a mind to contact them again, but pushed that urge aside. They were fine, they could handle themselves.

Finally having enough of accomplishing nothing, Arcee asked, "You think we should try looking somewhere else?"

Secretly thankful for the distraction, Bumblebee shrugged, "I'd say yes, but I just know the moment we leave Airachnid will probably come crawling right up to her ship."

"You're probably right." Arcee sighed, crossing her arms angrily, "But I just can't _stand_ the fact we're sitting around doing nothing when Airachnid or Knock Out could be doing who knows what!"

"More like doing _you_ know what, my dear Arcee."

Both Arcee and Bumblebee jumped at the sudden voice, turning to see Knock Out standing at the edge of the woods, Bumblebee's Decepticon Hunter in hand. Airachnid was nowhere to be seen however, though the scuffs on Knock Out made the Autobots suspect he encountered her. Thankfully, other than a couple of holes in his wings, he seemed no worse for wear. But with how things were currently, it was always worth checking.

"Did you fight her?" Bumblebee asked, he suspected as much as Arcee, but was more onguard than she was. "She didn't… _Infect_ you, did she?"

"Oh please, Bee," Knock Out scoffed, "I've dealt with _hordes_ of bots like her. It wasn't too hard to get things done. Besides, you're the one covered in Energon, are we so sure you weren't the one picking fights?"

This made Bumblebee back down a bit, remembering the Insecticons again. Knock Out wouldn't have known anything about that, and he did seemed genuinely curious on what had happened, but Bumblebee still wasn't quite willing to talk about it.

"How did you even sneak up on us like that?" Arcee asked, speaking in place of Bumblebee, and ignoring Knock Out's claims of dealing with hordes of infected bots, "Have you been just standing there, waiting for the right time to throw in an unnecessary quip? We were all worried sick about you!"

"Plenty of practice sneaking away from fights, and really, do you expect anything less from me?" Knock Out explained, almost playfully before looking away and tapping the weapon in his hands.

He made no effort to come any closer to them, and the moment Bumblebee and Arcee came toward him, his grip on the Decepticon Hunter tightened and his wings flared defensively. Bumblebee immediately went to his weapon as well, but didn't draw it,

"Where's Airachnid, Knock Out?" He demanded.

Knock Out's wings flared again, unconsciously trying to make himself look bigger as he said, "I got everything that needed to be said done."

"What exactly needed to be done?" Arcee asked, walking toward him worriedly, "Are you _sure_ she didn't bite you?"

Knock Out shook his head, "I can assure you she didn't, nor will she ever get the chance."

The way he worded this caught both Bumblebee and Arcee off guard. It certainly sounded like he'd done something he shouldn't have, and though Arcee wouldn't question or be against it, Bumblebee was.

"Don't tell me you killed her," He said, uncomfortable with the apparent revelations, "Knock Out, if you did that-"

"We talked, alright!"

The Autobots jolted back at the yelling as Knock Out swung the Decepticon Hunter toward them, changing it into an Energon prod as he did so. Bumblebee finally grabbed his weapon, and Arcee stepped back, shocked.

"She told me about the council!" Knock Out shouted, anger and what seemed to be panic in his voice, "About how the Autobots in charge care nothing for Decepticons, current or former! They'd rather have us rot in stasis, or killed for scrap metal, than ever give us a chance on the new Cybertron."

"That's ridiculous Knock Out! She's obviously lying to you!" Arcee cried, walking up to him. He backed off as she did, still clutching his stolen weapon tight.

"And why should I believe that?" Knock Out asked, though he didn't yell at Arcee, "You saw what they did to me, why I'm stuck in this _atrocious_ alt mode. They don't care about us anymore Arcee, they only care about you Autobots now, and they'll do whatever they can to eradicate anyone who ever opposed them."

"Knock Out, please-"

He pushed her away.

"No. No more talking." He demanded, wings flaring again, "I joined the Decepticons to get away from this, had I known this was what was going to happen, I never would have left them!"

"That's _enough_ , Knock Out!" Bumblebee interrupted, stepping between him and Arcee. His hand was still at his weapon, and he was angry. It was enough to get Knock Out to cower back a bit, but not enough for him to lower his weapon. "Whatever Airachnid said to you is a lie, and you know it. I'm sure whatever happened on Cybertron can be fixed once Optimus returns. You're an Autobot now, and we'll do whatever we can to help you."

Knock Out's grip on his weapon tightened as he hesitated, before electricity suddenly surged from the end.

"Not anymore I'm not."

He shoved the prod into Bumblebee's chest, forcing as much electricity into it as he could, Bumblebee yelling in pain as it surged through him. Arcee tried to yank Bumblebee back, but Knock Out flared his wings to knock her away. She tried again however, and this time he pulled the prod away from Bumblebee to face toward her instead, the yellow Autobot falling to the ground.

"Knock Out, please! This isn't you!" Arcee cried, holding her hands up in a wish to grab him.

"Then what _is_ me?" He asked, panic notable in his voice, "I've _never_ blended in with you Autobots! I joined you because I was a coward, because I wanted to be on the side of whoever won! And now there's a whole ship of Decepticons, my _original_ faction, who're in danger? Who've been put through more suffering than I could ever say _because_ of you Autobots? Who am I supposed to choose Arcee?"

"Choose whatever _feels_ right to you."

Knock Out lowered the weapon at Arcee's words, engine revved up and wings flared in his panic. He allowed Arcee to come up to him, but flinched away as she tried to reach for him. She wasn't acting aggressive, though she was likely worried about Bumblebee still lying on the ground, still unconscious after his high volt shock.

"Knock Out, please," Arcee started, holding her hand out in hopes of Knock Out taking it, "We can fix whatever's gone wrong, alright?

"I _can't_." Knock Out whispered, suddenly shaking. "I'm sorry."

"Knock Out, please."

"I'm so sorry."

He pulled away from Arcee, swinging the prod to jab her in the neck. She cried out in pain as he did so, and he had to look away as she yelled, wings lowered in distress. The electricity surged for what felt like much longer than it actually was, and she collapsed to the ground afterwords, barely conscious after the shock.

"I'm sorry, Arcee, Bumblebee," Knock Out said from above her, voice sounding muffled, "I didn't have a choice, she was-"

Arcee didn't hear the rest, only a muffled apology as she finally passed out.

" _I'm so sorry."_


	18. Distasteful

**Yeah this chapter's not great, there was supposed to be more at the beginning but I've been pretty distracted by other things. Sorry for the long wait.**

* * *

"Hey, get up!"

Bumblebee groaned as someone shook him, but didn't make much of an effort to do as he was told. His body felt numb and sore, and he didn't want to move because of it. He was still trying to register why he was on the ground in the first place, struggling to remember what exactly had happened after he'd gotten between Knock Out and Arcee. It took a few more shakes and a moment more of searching his memory files before he remembered.

Knock Out had _betrayed_ them.

"Bee! Wake up!"

" _Ugh_ , I am alright!"

He raised himself on his arms to see Sideswipe, looking down at him in concern. Arcee was still on the ground beside him, Strongarm gently trying to get her to awaken. Windblade was inspecting the ships curiously.

"What happened to you guys?" Sideswipe asked, trying to hide his worry, "We tried to contact you but you didn't respond, and when we came over you were lying on the ground out cold."

"Knock Out happened." Bumblebee explained, both angry and confused at the same time. "Came back just to strike me down with my own weapon."

"What? No, he wouldn't-"

"But he did, Sideswipe." Bumblebee interrupted, too angry to listen to his disbelief, "He was arguing with Arcee, and I tried to stop him. He electrocuted me with my own weapon, and from the look of things, did the same with Arcee after he was done with me."

This time Sideswipe didn't argue, but he did pull his hand away as Bumblebee struggled to stand, stiff from the electricity. He was a bit uncoordinated for a moment, but managed to get a hold of himself and look around at the others again. Arcee was finally beginning to stir, Strongarm still beside her, ready to help her up if needed. Windblade was approaching Bumblebee now, a rather familiar Decepticon Hunter in hand.

"Do you mean this weapon?" She asked, handing Bumblebee the Decepticon Hunter, "We found it next to Arcee. Looks like he must've dropped it."

Bumblebee inspected the weapon, surprised Knock Out had given it up after holding onto it so tightly. He was already beginning to feel paranoid, thinking it might have been rigged, but figured he knew Knock Out well enough to know he probably ran off as soon as he could.

Then again, after earlier, did he really know Knock Out like he thought?

"A mistake on his part," Bumblebee said as he tested it, relieved to see it worked fine, "Because it's not gonna feel too good when I jab it into his chest instead."

"I don't think he wanted to hurt us, Bee..." Arcee mumbled, a bit more disoriented than he had been after such a shock, but still remembering enough, "He seemed upset, and he just kept apologizing."

"Feeling remorse doesn't excuse the fact he sided with the Decepticons."

"Have you considered that maybe he didn't side with them by choice?" Arcee asked, doing her best to stand, though she wobbled slightly, "Neither of us know what went on between him and Airachnid, and after everything we've been through, I don't think he'd go back to the Decepticons. At least not without a reason."

"Well, whatever the reason, it better be a good one if he decides to come crawling back. I've had enough of this." Bumblebee argued, turning away from Arcee, "I'm going back to the scrapyard. I need to see if our _other_ Decepticon decided to lie to my face as well."

He stormed off, the surrounding trees too thick to drive through just yet, leaving his friends alone in the clearing. Strongarm thought to follow him, but Sideswipe grabbed her by the shoulder and held her back. Rather unusual for himself, he didn't say anything, but Strongarm understood enough from the gesture alone and stayed where she was.

"What do you suppose we do now?" She asked, looking to Arcee for advice. She was entirely lost on what to do now, no rules or regulations would help her. Sideswipe stood beside her, hand still on her shoulder as he gazed in the direction Bumblebee had gone.

"I don't think it'd be a good idea for any of use to go back to your base right now." Arcee said, crossing her arms and glancing over to the woods as well before sighing. "I just think it'd be better if Bee and I kept our distance right now. I'm not exactly happy with him."

"I think we should keep trying to look for the Decepticons' base." Sideswipe said, stepping away from Strongarm with a look of determination. "I don't care if I've had a crummy day, I'm not gonna just up and quit now! We still don't know where the Decepticons are, and now we've lost Knock Out too? Bee might've given up on him, but I won't."

"Sideswipe please, it's not that simple. We have no idea what kind of technology the Decepticons have, their ship may very well be cloaked." Arcee explained, "It would probably be better to wait until Thunderhoof comes back, or the 'con at the scrapyard wakes up. One of them will eventually tell us something."

"Since when have you ever waited to to go after the enemy?" Sideswipe asked, hands on his hips, "I've heard plenty of stories about you barging right into a fight, what's stopping you now?"

"The fact I'm stuck babysitting _you_." Arcee muttered in slight annoyance, "Trying to be the bigger bot here… Windblade?"

"Hmm?"

Windblade stuck her head out from Airachnid's ship, empty vial in hand and wings twitching. She looked between the three bots outside, more confused than anything. Eventually her eyes settled on Arcee.

"Could you please tell Sideswipe that we are not going to go on a joyride looking for a potentially cloaked Decepticon base?" She asked.

Sideswipe crossed his arms somewhat smugly, expecting Windblade to give the answer he wanted. She would do no such thing, however.

"You can't go out on a joyride to look for the Deception's base." She said simply.

The smug look on Sideswipe's face was immediately replaced by a look of frustration. "What? Why not?"

"You said you've got some Predacons now, right?" Windblade asked, holding out the empty vial, "I'd love to meet them."

* * *

Sometimes it was painfully obvious that the Alchemor wasn't made for any functional bot bigger than the Caretaker Mini-Cons. Most things, such as the hallways and rooms, were certainly big enough, and the computers were at the perfect height for a standard Cybertronian, but those weren't what Steeljaw cared about right now. He was hoping to find a comfortable enough room for Thunderhoof to rest in, but since all of the ship's standard sized residents had been stasis locked Decepticons, such a thing didn't really exist.

Thunderhoof had tried to assure Steeljaw he was fine, but after finally making it to the ship's entrance, the strain of the day had finally gotten to him and his leg finally gave out. He recovered quickly enough, though he couldn't quite walk afterwards, and had even tried to push Steeljaw away when he tried to help at first, but was well aware that he'd overdone it. So now he was leaning against Steeljaw, somewhat uncomfortably, arm over his shoulder as Steeljaw tried to help him through the ship.

It was a slow and awkward process.

"Y'know you could just… Leave me on the floor somewhere." Thunderhoof said, glancing around somewhat nervously as other Decepticons looked over at them curiously, "This is just undignifying for both of us."

"Absolutely not." Steeljaw replied, stopping a moment to let Thunderhoof adjust himself, "If I had any intention of abandoning you, I would've done it in the woods."

Thunderhoof just nodded with a sigh, not exactly happy about his current predicament, but grateful enough at Steeljaw for helping him. Especially since not even an hour beforehand, he had been considering running off on his own, and judging by the way he was feeling now, that would've probably been his worst choice yet.

"Steeljaw!"

But only barely.

"Did you manage to run off that spider... _Thing_?" Clampdown asked, skittering down the hall, slipping a bit to rush over to Steeljaw in a panic. "I told you we couldn't trust her! She's a monster! Let her be the Autobots problem- Oh."

Clampdown paused as he noticed Thunderhoof leaning against Steeljaw, looking rough and tired, but no less annoyed at the other's antics. Clampdown backed off a bit at seeing him, but took note that Thunderhoof didn't look to be able to hold himself up. Hopefully, Thunderhoof wouldn't bother to try thrashing him in such a state, but still he was careful.

"H-hey Thunderhoof," Clampdown stuttered, backing off a bit just in case, "You're, ah… Still alive."

"No thanks to you."

"And that's the end of that." Steeljaw interrupted, stopping any fight before it happened, "Airachnid gave me her word that she'd leave the island and not come back."

"And you just decided to believe her, huh?" Thunderhoof asked, leaning against Steeljaw further, "Let's hope she doesn't sneak back in while we're all off rechargin' and suck us dry."

"You act as if you've met her."

"Spider Glitch? You have _no_ idea." Thunderhoof grumbled back, before looking down at Clampdown and demanding, "Hey, help us out here. Steel's terrible at this."

Clampdown obeyed quicker than expected, scuttling up to the other side of Thunderhoof to help support him, though he wasn't gentle about it. He managed to make everything look even more awkward than it needed to, but after running into Clampdown, Thunderhoof didn't really care anymore. He just wanted to get all this over with.

"So, uh, where we headed?" Clampdown asked, hoping to get away from Thunderhoof as soon as possible.

"Well, I was hoping to find a room fit for Thunderhoof to rest in," Steeljaw explained, getting an irritated look from aforementioned bot, "But I'm not sure we've got anywhere like that. I suppose somewhere quiet and mostly undisturbed would work as well."

"Like I said, you could drop me right here and I'd be fine." Thunderhoof repeated. He really did want to find somewhere quiet, but he was almost too exhausted to care, and irritated by how awkward he felt. "Not like nobody here hasn't seen how beat up I am."

Steeljaw ignored him.

They continued down the hall, Thunderhoof growling to himself every time a Decepticon looked toward them curiously. None of them seemed to be mocking the awkward trio, but a few of them did occasionally glance over Thunderhoof's battered body. He didn't look nearly as bad as he had been when the wounds were fresh, but he was still in a noticeably rough shape, body dented and busted leg limping along somewhat uselessly. He wondered if any of them had noticed him missing.

His frustrations had already started to fade a bit when Glowstrike came by looking agitated, replacing them with a new feeling of nervousness. Though the others Decepticons had observed him with mostly curiosity, and maybe even a bit of pity, Thunderhoof didn't see Glowstrike thinking him as anything other than scrap metal now.

She ignored them at first, minding her own business until she caught a glimpse of Thunderhoof and stopped. Steeljaw stopped suddenly as well, nearly taking Thunderhoof and Clampdown down as they stumbled, the former unintentionally letting out a pained grunt as his injured leg bent awkwardly.

"Oh my, what in the world happened here?" Glowstrike asked, looking over the damaged Decepticon in concern, "Thunderhoof, was it? I heard rumors that the Autobots captured you, is this their doing?"

"Ugh, not exactly…" Thunderhoof replied, leaning against Steeljaw again, "I just, got into a fight with somethin' is all. Didn't plan it out very well, but I did eventually manage to kick an Autobot or two."

Glowstrike seemed a bit suspicious of his answer, but nodded and turned to talk to Steeljaw instead. The fact Thunderhoof came back meant others had a chance to return as well.

"Have you seen Saberhorn recently?" She asked, taking note as Steeljaw's tail flicked, "I haven't seen him since last night, and his recent slacking off has been driving me mad."

"Actually, I just caught a glimpse of him outside." Steeljaw explained. It wasn't exactly a lie, though it wasn't exactly the truth either. "In fact, I'd found Thunderhoof stumbling around out there not too long afterwards."

Thunderhoof huffed in annoyance at Steeljaw's words, but wasn't nearly as annoyed as Glowstrike was. Her biolights had brightened significantly.

"He better return with something of use this time." She said, lights humming from her anger, "He's been acting all kinds of incompetent and distant lately, and I'm about ready to hunt him down myself about it."

Taking a moment to calm herself, lights dimming as she did so, she looked back to the trio and said, "Take Thunderhoof to your work room to recover for now, Steeljaw. He's in no shape to guard the ship or gather supplies, and we need every Decepticon in top form."

She buzzed off as Steeljaw nodded, leaving the odd group of Decepticons to themselves. Thunderhoof was relieved to know her first though _wasn't_ throwing him in a furnace, and that they finally had a destination. He ignored those thoughts however, realizing he had other things to bring up.

"Y'know Saberhorn's not coming back, right?" He asked Steeljaw, voice quiet, "He kinda rammed himself into a solid cement wall at the Autobots' base."

Steeljaw shrugged. "Glowstrike's problem, not ours."

Thunderhoof expected them to head straight to Steeljaw's room, but they didn't get far before the wolfcon's ears went back as he sniffed the air and listened. His grip on Thunderhoof loosened a bit, before he leaned him against the wall and looked back to where they had come from. The halls were suddenly quiet and empty after Glowstrike's departure, but that wasn't what made Steeljaw suspicious. He'd heard something else buzz, something that _wasn't_ Glowstrike.

"Congratulations Thunderhoof, looks like you get to take that nap on the floor." Steeljaw said, ignoring his two packmates as Thunderhoof pushed Clampdown away to lean on the wall himself, "Now stay right here, I need to check up on something real quick."

He ran off, Thunderhoof and Clampdown watching him go, before they went to bickering with each other. The halls were still suspiciously quiet, all the Decepticons from before seeming to have vanished.

It wasn't until he saw Glowstrike on the floor that he became truly alarmed, however.

"Glowstrike!" He ran up to her, inspecting her for any suspicious injuries before lightly shaking her, "Glowstrike, are you alright?"

She awoke quicker than expected, sitting up slowly and asking,"Steeljaw? How long was I out?"

"Not very long, thankfully." He replied, faking his usual loyalty, "What happened? You had just ran off when I heard a commotion hardly a moment later."

"Crashed into an Insecticon. Or, they crashed into me?"

Steeljaw nodded, hoping for a coincidence. He wouldn't have such luck, as not even a moment later, Glowstrike cried out in apparent pain and brought her hands to her head. Steeljaw jolted back at this, jumping away as she removed a hand to throw one of her energy bolts at him.

"I-I'm sorry," She muttered, shaking and disoriented, palm glowing as she unconsciously started charging another bolt, "I'm not quite sure what's gotten into me."

Steeljaw knew, and he bolted away before Glowstrike took another shot at him. He ran toward the ship's largest room, following the sudden influx of Insecticons scrambling everywhere, from the floor to the ceiling, screeching or yelling at him as he ran by. He ignored them, waiting until he found the one possessing them, baring his teeth as he saw her, ears flattened as he snarled.

"Airachnid! How _dare_ you step foot in this ship again!"

She was absentmindedly stroking Kickback, caressing his face in mock adoration before she looked to Steeljaw. The majority of the ship's other Decepticons had gathered in the room as well, herded inside with looks of uncertainty and anger on their faces. The Autobots' seeker medic stood beside her as well, wings lowered as he tried to look at anything other than Decepticons surrounding him.

"Oh, Steeljaw? I thought the Autobots had taken care of you." Airachnid said, lowering her hand and sending Kickback away. "Unfortunately, my ship was sabotaged by that pesky Bumblebee, so it's all but unuseable to me. Surely this is an acceptable excuse?"

"You gave me your word!" Steeljaw snarled, ignoring her sarcastic excuses, "You said you wouldn't step foot on this ship again!"

Airachnid waved his complaints off, exclaiming, "Technically, I said no such thing. You just heard what you wanted to, and thought to foolishly believe something as simple as that little lie."

Steeljaw growled, ears flattening further as he remembered Thunderhoof had already reprimanded him for believing her. He _really_ needed to start listening to his packmates more.

Posed to strike, Steeljaw hissed, "I should've shredded you the moment I saw you."

"Probably." Airachnid shrugged, taking a step forward to poke Steeljaw's nose with one of her spider claws. He jolted back at the touch, growling as she leaned over him to whisper, "But I'm afraid you'll never get the chance."

"Steeljaw!"

His armor flared in distress as he turned to see Glowstrike and a duo of primal Insecticons behind her, Clampdown and Thunderhoof trapped in their grips. Clampdown had been the one to shout his name, struggling in his captor's claws, while Thunderhoof hung rather limply in the others. His frame was adorned in a mess of fresh dents, no doubt from foolishly trying to fight the Insecticons off, and his dim and somewhat unfocused optics glaring down at Airachnid were the only reason the Steeljaw could even tell he was still awake.

Panicked, Steeljaw forgot all about his anger and tried to pounce at his packmates to free them, but was shot with a glob of Airachnid's webbing before he could reach. He tried to get it off, tearing at it with teeth and claw, but was struck multiple globs more before he could remove any.

"Now then," Airachnid started, walking around the struggling Steeljaw and up to her Insecticons, shooing Glowstrike away. "I'm not sure how many of you might've guessed, but this ship's going to be under new management from now on. Any objections?"

A few unsure murmurs from the crowd, and another snarl from the trapped Steeljaw. Airachnid nodded in satisfaction.

"Good. But just in case…" She swiped one of her spider legs at Thunderhoof, bringing him back into awareness with a pained and glitched cry as she roughly raised his head to expose his injured neck. "Perhaps I should make an example out of this one as a warning."

"No!" Steeljaw shouted, scraping at the ground in a panic, "Let him go! Let them both go!"

"Oh Steeljaw, do calm down." Airachnid sighed, tracing a claw over the gashes on the struggling Thunderhoof's neck, "Just look at him! If anything, I'm being merciful. This poor stag's far past his prime, can't fight, can't walk. Maybe I'm just a sucker for the old ways, but that's plenty a reason for putting an old workbot out of service, so to speak. Don't you all think so?"

Thunderhoof growled, trying to choke out a few choice words before Airachnid's claw plunged into his open wound, turning the growl back a pained and glitched noise. He struggled harder, weak electricity sparking over his body as he tried to kick himself free from the Insecticon's grip. Airachnid's claw only sunk deeper, drawing out more choked cries.

She then looked to her audience, most of which didn't seem too sure of her intentions. The majority were mess of petty criminals, crooks and snitches, who'd never have thought of commiting murder, but she was sure a few would be here for worse crimes. Even Knock Out was staring at her in horror, as if he wasn't one of the worst in the room. Truthfully, most of these Decepticons would probably be easier to manipulate than someone with a worse criminal record, but Airachnid didn't actually care about their opinions, she was more focused on hurting a new inconvenience.

"Get your disgusting claws off of him!" Steeljaw snarled, sounding more frightened than angry, clawing into the floor where he could reach, "Release Thunderhoof this instant, or I will not hesitate to find the _slowest way to tear you apart."_

"Please just wait your turn, Steeljaw."

She turned away as he yelled more threats, looking into the terrified Thunderhoof's eyes as she opened her mouth, revealing her true self to the entire ship. He began to struggle again, futile and panic driven efforts that only served to amuse her.

Jabbing her claw even deeper into his neck, he let out another glitched whine as she whispered, "This is for ramming me on that ship."

"Airachnid, stop this at once!"

She froze almost as quickly as she started, Energon sucking tendril inches from Thunderhoof's neck. Retracting it slowly, she turned to the one who yelled at he her, waiting until she'd gone back to looking normal to say, "Would you perhaps like to take his place, Knock Out?"

His wings twitched at her threat, and he backed up a bit, but got over it quickly. Stepping forward again, he stood tall with wings flared and demanded, "Let him go, you've made your point, twisted as it may be. I didn't go through the trouble of repairing Thunderhoof just for you to make a fear mongering example out of him."

"Hm, you're no fun." She complained, stepping back, "But I suppose I should _ration_ things out."

She tore the web away from Steeljaw, and motioned for the Insecticons to drop his packmates. Clampdown landed on his back with a thump, and Thunderhoof managed to stand for a brief moment before his legs buckled, Steeljaw running over to catch him. Exhausted and panicked, Thunderhoof didn't even try to object as Steeljaw shoved his head against his chest. If anything, he was _relieved_ to have Steeljaw against him, after having been crushed to near unconsciousness in that Insecticon's grip.

"Yeah, thanks. I'm fine too." Clampdown muttered, lifting himself from the ground, only to yelp and duck back to the floor as Airachnid approached.

"Celebrate while you can," She said, holding out the claw that had jabbed Thunderhoof, glistening with his Energon, "I can't make any promises on how long the temptation can wait."

Thunderhoof stiffened in Steeljaw's grip as she brought the claw to her face, smiling at the Cervicon's fear. Steeljaw felt him go rigid, felt his spark pulse even faster than it already had been in his panic, and turned just in time to see her bring the claw to her face as she got a taste of his Energon.

She jolted back just as it touched her mouth, body shuddering at the taste. It was so wrong, so _disgusting_. In fact, it actually made her feel _sick_. It was the same Energon any other Cybertronian would have, yet it was the most revolting thing she'd ever tasted, and she couldn't understand why. The others all noticed her visceral disgust as well, and began murmuring amongst themselves, but only Knock Out was foolish, perhaps brave, enough to question it.

"What's the matter, Airachnid?" He asked, still standing tall in an effort to look braver than he felt, "Can't stomach anything more sophisticated than a primal Insecticon?"

"Oh _shut up_ ," She growled, that feeling of sickness creeping up worse on her now. Raising her voice, she cut off any more objections and shouted out, "I can and will suck every Decepticon dry if so be it! Do not think that just because one crippled Decepticon has spoiled Energon means the rest of you are spared!"

Giving a silent command to her Insecticons, she summoned a new duo to surround her, along with a rather reluctant Glowstrike. She seemed to fight her a moment, before Airachnid's hold grew too strong and she went to her.

"Anyhow, now that that's all settled, I'll be taking my leave to check out my new captain's quarters, or whatever a prison ship my have." Airachnid said, making her way to the entrance, "Please do behave yourselves now, I would hate for any of you to go to waste. Oh, and Knock Out?"

He looked to her irritably, wings flared, but lost his composure as she motioned to her chest. Knock Out brought his hand to his own, remembering the still damaged Autobot badge upon it.

"Do get rid yourself of that blemish, will you?"

And with that, she left, leaving Knock Out in a room full of Decepticons who didn't know what to think of him. Some were wary of him, a bot that had walked in with Airachnid was not to be trusted. Others were angry, but made no effort to go after him, worried that any sudden move may set off the surrounding Insecticons. At least one was straight up furious, and Knock Out couldn't help but flinch when he spoke.

"What are you doing here?"

Thunderhoof's voice was strained and thick with static, but was understandable enough. He was glaring at Knock Out, and though still against Steeljaw, any fear and anxiety from earlier was now hidden away.

"I should ask you the same question." Knock Out snapped back, "Are you trying to get yourself killed?"

Thunderhoof's glare faltered, and he looked between Steeljaw and Clampdown. They both drove him mad, and he was still angry about what Clampdown had done all those centuries ago, but he'd spent so much time with him and Steeljaw on Earth he may have grown the slightest bit attached. Not that he'd admit it to Clampdown himself, and Thunderhoof knew he'd choose Steeljaw over him any day, so it hardly counted.

"Might not match up with what just happened, but if it were for my pack? I'd sacrifice myself to protect them." Thunderhoof said, ignoring the surprised looks he got from said packmates, "But I see that you wouldn't do the same."

Knock Out's wings flared defensively as he argued, "What? No, I would never-"

"Abandon them? Then what exactly are you doing here?"

Knock Out's wings sagged as quickly as they'd risen, aggression fading to something more unreadable. Regret? Pain? Perhaps a mixture of both, not that Thunderhoof cared, he had no sympathy for Knock Out. Maybe pity, but certainly no genuine sympathy.

"There's a twinge of irony here, isn't there?" Thunderhoof asked, looking down at the pathetic seeker with that same scornful gaze he'd once given to treacherous members of his crime syndicate, "The fact the Decepticon's got more loyalty to his own allies than the fallen Autobot?"

"I was just... trying to protect them."

"By _abandoning_ them?" Thunderhoof accused, wincing at the pain of speaking in such a way. Giving in to the pity he felt, he let his voice soften to a less grating tone, "Knock Out, the only reason I went back to the Decepticons was _because_ of you. I saw you and your 'Bots last night, saw how much you need each other. Call me sappy, but seein' that little hugfest was just what I needed to know where I belong, no matter the dangers."

He then sighed, exhaustion and pain finally beginning to overtake him again. Steeljaw seemed to notice this, and tried to urge him to leave, but despite the strain of his damaged voice box, Thunderhoof wasn't quite finished.

"I belong with the Decepticons, with my pack." He said, "And even if it's not where you started, you belong with the Autobots. No matter what you try, there's not much you can do to change that."

Knock Out didn't argue back. He couldn't, he had nothing to say. Thunderhoof realized this, and he finally sank against Steeljaw with a groan. Visibly relieved by his partner's defeat, he ordered Clampdown to help with moving Thunderhoof, who made little effort to fight the crab off. Knock Out watched them leave, paying little mind to the remaining few Decepticons in the room. A few had left during the argument, but a few more had stayed, curious as to why there was an Autobot traitor on board in the first place.

They wouldn't dare hurt him however, not as long as Airachnid was around, and with a flare of his wings they'd scattered. Surely they'd eventually team up to fight her off, or rebel somehow, but for now they were cautious. Perhaps they'd plan something while nobody was looking, Insecticons were nothing like Soundwave in terms of spying so it was bound to happen eventually.

In time, something would happen. Whether it be a Decepticon rebellion, or Bumblebee's foolish Autobots trying to play hero. It didn't much matter to Knock Out anymore, he didn't feel like he belonged on either side. At this point he just hoped that whatever happened, Airachnid would end up in pieces.

Letting out a sigh, he looked around the room, optics falling onto a pile of spare parts and junk metal. The scrap was probably for ship repairs, and upon testing it, seemed considerably durable. Realizing he could find another use for such metal, he sparked up his welder and began working on it, building something that he could never have built with the weaker metal in the scrapyard.

Perhaps it was best he just bide his time, waiting for that rebellion...


End file.
